HomeMy WebLinkAboutRes 01-22 Creating a Nonprofit Corporation Pursuant to the Texas Education CodeTOWN OF WESTLAKE
RESOLUTION NO. 01-22
A RESOLUTION ORDERING THE CREATION OF A NONPROFIT CORPORATION
PURSUANT TO THE TEXAS EDUCATION CODE, APPROVING ARTICLES OF
INCORPORATION AND BYLAWS FOR, AND APPOINTING THE INITIAL
DIRECTORS OF, THE CORPORATION, APPOINTING CERTAIN CONSULTANTS,
AND RESOLVING RELATED MATTERS
WHEREAS, TEX. EDUC. CODE ANN. Chapter 53 (Vernon), as amended (the "Act"), and
particularly Section 53.35(b), specifically authorizes this Board of Aldermen, as the governing body
of the Town of Westlake, Texas (the "Town"), to order the creation of a nonprofit corporation (the
"Corporation") under 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 aiding institutions of higher education, accredited primary or secondary schools, or
authorized charter schools, as those terms are defined in the Act, in providing educational facilities
and housing facilities and facilities incidental, subordinate or related thereto or appropriate in
connection therewith;
WHEREAS, the Act empowers, among other things, that the Corporation may acquire
educational facilities and housing facilities to be used by the students, faculty, and staff of
institutions of higher education and facilities incidental, subordinate, or related thereto or appropriate
in connection therewith (any such facilities, "Facilities");
WHEREAS, the Act provides that the Facilities need not be located within the town limits of
the Town;
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 the acquisition or
construction of 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 of Aldermen of the Town;
WHEREAS, this Board of Aldermen 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;
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 of Aldermen 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 Corporation's
articles of incorporation (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.
SECTION 3. This Board of Aldermen 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 of Aldermen hereby appoints the persons identified in the Articles
(none of whom is an officer or employee of the Town) to serve as the initial members of the board of
directors of the Corporation.
SECTION 5. This Board of Aldermen 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 Sections
103 and 115 of the Internal Revenue Code of 1986.
SECTION 7. With respect to the Town and its instrumentalities, the Board of Aldermen hereby
appoints Petty & Associates, Inc. as program administrator, 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 take effect immediately upon its adoption.
PASSED AND APPROVED ON THIS 14TH DAY OF MAY, 2001.
Scott Bradley, Mayor If
ATTEST:
Gof
inger rosswy, Town cretary Trent Petty, Town Manager
APPROVED AS
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