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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 own