HomeMy WebLinkAboutRes 01-06 Creating a Nonprofit Corporation Pursuant to the Texas Non-Profit Corporation ActTOWN OF WESTLAKE
RESOLUTION NO. 01-06
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 find 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 civic facilities;
WHEREAS, the Act empowers, among other things, the Corporation to acquire,
finance, operate, and lease facilities ("Civic Facilities") that will contribute to the
economic development, civic improvement, and educational, cultural, and recreational
enhancement of 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 acquire, finance, operate,
and lease Civic Facilities;
WHEREAS, the Act authorizes the Corporation to issue revenue bonds
("Bonds") and/or to enter into other obligations ("Obligations") that, among other things,
will facilitate providing Civic Facilities;
WHEREAS, no Bonds or Obligations of the Corporation will constitute
obligations (whether special, general, or moral) of the Town.
WHEREAS, the Act provides that the directors of the Corporation are to be
appointed by the Board;
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 the 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 under 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 the Articles)
to file the Articles with the Secretary of State in accordance with law. If 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 Town's further
approval.
SECTION 4. This Board hereby appoints the persons identified in the Articles to
serve as the initial 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 Exhibit A.
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, P.C. as special finance counsel.
SECTION 8: This Resolution shall become effective upon the date of its
passage.
PASSED AND APPROVED ON THIS 12TH DAY OF FEBRUARY, 2001.
ATTEST:
ing Crosswy, Town Quetary
APPROVED AS TO FORM:
Scott Bradley, Mayor
Trent Petty, Town Nhifager
ARTICLES OF INCORPORATION
of
WESTLAKE CIVIC CENTER 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 Civic Center 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, each member of which shall be
appointed by resolution of the governing body of the Town. The number of directors 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:
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 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
4
Larry Sparrow
4035 Aspen Lane
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:
ARTICLE X
On February 12, 2001 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.
Name of Incorporators
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 X
On February 12, 2001 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 extent 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 determines 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 12'h day of
February, 2001.
Scott Bradley,
Fred Held, Incorporator
Buddy Brown, Incorporator
, Incorporator
ARTICLES OF INCORPORATION — Page 4
STATE OF TEXAS
COUNTY OF TARRANT
I, the undersigned, a Notary Public of the State of Texas, certify that on this 12Th day of February,
2001, personally appeared before me SCOTT BRADLEY, FRED HELD, DON REDDING, LARRY
SPARROW, BUDDY BROWN, and BILL FREY who, being by me first duly sworn, severally declared
that they are the persons who signed the foregoing document as incorporators and that the statements
therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the date and year above written.
[SEAL]
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ARTICLES OF INCORPORATION — Page 5
BYLAWS
of
WESTLAKE CIVIC CENTER CORPORATION
ARTICLE I
POWERS AND OPERATIONS IN GENERAL
SECTION 1.1. Powers of Corporation. The Westlake Civic Center Corporation (the
"Corporation") shall have all of the powers and authority granted to non-profit 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. Stang 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 II
BOARD OF DIRECTORS
SECTION 2.1. Management of Corporation. The Board is responsible for the management of
the Corporation.
SECTION 2.2. Number Aj2pointment, Term Disqualification, and Removal of Directors.
The Board shall consist of seven 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 Torun. 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 two 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 M
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.
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 officer of the Corporation 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 fiends 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. i . 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 sea] of the Corporation shall be as determined by the Board. The
sea] 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.
SECTION 4.5. Special Re uirements. The Corporation shall comply with the following special
requirements:
(a) The Corporation shall maintain its books and records separate and apart from any other legal
entity.
(b) The Corporation shall not commingle its assets with the assets of any other legal entity.
(c) The Corporation shall maintain financial records separate from any other legal entity.
(d) The Corporation shall maintain an "arm-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.
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. Interpretation. 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 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).
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