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RES 1350 04/24/2007 RESOLUTION -_. _13so AUTHORIZING AND APPROVING THE CIBOLO ECONOMIC DEVELOPMENT CORPORATION'S ARTICLES OF INCORPORATION AND GRANTING THE CIBOLO ECONOMIC DEVELOPMENT CORPORATION AUTHORITY TO ACT ON BEHALF OF THE CIBOLO CITY COUNCIL WHEREAS the City of Cibolo, Texas (the "City") held an election to impose a tax pursuant to the provisions of the Development Corporation Act of 1979, Articles 5190.6, V.A.T.C.S., as amended (the "Act"), and desires to create the Cibolo Economic Development Corporation (the "Corporation"), a nonstock, nonprofit industrial development corporation, all pursuant to the provisions of Section 413 of the Act, to act on behalf of the City to satisfy the public purposes set forth in Section 46 of the Act; and; WHEREAS the City Council of the City of Cibolo have received and reviewed the proposed articles of incorporation; and WHEREAS, it is hereby officially found and determined that the meeting at which this Resolution was passed was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code; THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CIBOLO THAT: SECTION 1. Public Purposes of the Corporation The Cibolo Economic Development Corporation is created to further the public purposes of the promotion and development of commercial, industrial and manufacturing enterprises and to promote and encourage employment and the public welfare, pursuant to Section 2(11)(A) and Section 413 of the Act including but not limited to projects to promote new or expanded business enterprises that create or retain primary jobs, and public safety facilities, streets and roads, drainage, facilities for the furnishing of water to the general public, and related improvements, projects for the promotion of professional and amateur athletics and sports including stadiums, ball parks, auditoriums, projects related to entertainment, convention, tourist, and exhibition facilities, amphitheaters, concert halls, and public parks, park facilities and events, open space improvements, primary job training facilities for use by institutions of higher education, research and development facilities, regional or national corporate headquarters facilities, museums and related stores, restaurant, concession, and automobile parking facilities, related area transportation facilities, and related roads, streets, and water and sewer facilities, solid waste disposal facilities, recycling facilities, demolition of existing structures, development and expansion of affordable housing, and targeted infrastructure and any other improvements, expenditures, or facilities, including but not limited to the land, buildings, equipment, facilities, expenditures, and costs as defined by statue that are related to any of the above projects and any other project that the board determines will promote new or expanded business enterprises that create or retain primary jobs, and the maintenance and operations expenses for any of the above described projects. SECTION 2. Corporation Authorization to Act on Behalf of City Council The Cibolo City Council authorizes the Corporation to act on its behalf for the benefit and accomplishment of the public purposes for which the Corporation is organized, as eAn,)merated above and within its articles of incorporation (attached hereto as Exhibit SECTION 3. Approval The Cibolo City Council hereby approves the attached Articles of Incorporation. PASSED AND APPROVED, on this `/ day of2007. Joh Sutto a or Citi Cibolo, Texas ATTEST: Peggy Cimics, City Secretary City of Cibolo, Texas ARTICLES OF INCORPORATION OF THE CIBOLO ECONOMIC DEVELOPMENT CORPORATION THE STATE OF TEXAS § COUNTY GUADALUPE § We, the undersigned, natural persons, not less than three in number, each of whom is at least 18 years of age, and each of whom is a qualified elector of the City of Cibolo, Texas being the presiding officer and secretary of the governing body of the City of Cibolo, Texas (the "City"), the unit of government under whose auspices is hereby created the Cibolo Economic Development Corporation (the "Corporation"), a nonprofit industrial development corporation organized under TEX. REV. CIV. STAT. ANN. art. 5190.6 ("The Development Corporation Act of 1979"), acting herein with the approval and at the direction of the governing body of the City, do hereby make and subscribe these Articles of Incorporation as follows: ARTICLE ONE The name of the Corporation is "Cibolo Economic Development Corporation." ARTICLE TWO The Corporation is a nonprofit corporation and is an industrial development corporation organized under The Development Corporation Act of 1979 ("the Act") and governed by Section 4B of the Act. In the event of any conflict between any provision of these Articles of Incorporation and the Act, then the provisions of the Act shall control. ARTICLE THREE The period of duration of the Corporation is perpetual. COS/EDC-ART OF INC/08/05/99 ARTICLE FOUR The Corporation is organized exclusively for the purposes of benefiting and accomplishing public purposes of, and to act on behalf of, the City, and the specific purposes for which the Corporation is organized, and may issue bonds on behalf of the City, and expend the proceeds of any sales and use tax levied for the benefit of the Corporation, for the promotion and development of commercial, industrial and manufacturing enterprises to promote and encourage employment and the public welfare, pursuant to Section 2(11)(A) and Section 4B of the Act including but not limited to projects to promote new or expanded business enterprises that create or retain primary jobs, and public safety facilities, streets and roads, drainage, facilities for the furnishing of water to the general public, and related improvements, projects for the promotion of professional and amateur athletics and sports including stadiums, ball parks, auditoriums, projects related to entertainment, convention, tourist, and exhibition facilities, amphitheaters, concert halls, and public parks, park facilities and events, open space improvements, primary job training facilities for use by institutions of higher education, research and development facilities, regional or national corporate headquarters facilities, museums and related stores, restaurant, concession, and automobile parking facilities, related area transportation facilities, and related roads, streets, and water and sewer facilities, solid waste disposal facilities, recycling facilities, demolition of existing structures, development and expansion of affordable housing, and targeted infrastructure and any other improvements, expenditures, or facilities, including but not limited to the land, buildings, equipment, facilities, expenditures, and costs as defined by statue that are related to any of the above projects and any other project that the board determines will promote new or expanded business enterprises that create or retain primary jobs, and the maintenance and operations expenses for any of the above described projects. The Corporation is a constituted authority and a public instrumentality within the meaning of the United States Treasury Department and the rulings of the Internal Revenue Service prescribed and promulgated pursuant to Section 103 of the Internal revenue 2 COS/EDC-ART OF INC/08/05/99 Code of 1954, as amended, and the Corporation is authorized to act on behalf of the City as provided in these Articles of Incorporation. However, the Corporation is not a political subdivision or political corporation of the State of Texas within the meaning of its Constitution and laws, including, without limitation, Article III, Section 52, of said Constitution, and no agreements, bonds, debts, or obligations of the Corporation are or shall ever be deemed to be the agreements, bonds, debts, or obligations, or the lending of credit, or a grant of public money or thing of value, of or by the City, or any other political corporation, subdivision, or agency of the State of Texas, or a pledge of the faith and credit of any of them. ARTICLE FIVE The Corporation has no members and is a non-stock corporation. ARTICLE SIX These Articles of Incorporation may at any time and from time to time be amended as provided in the Act, as it now exists or may be hereafter amended, so as to make any changes therein and to add any provisions thereto which might have been included in these Articles of Incorporation in the first instance. Any such amendment shall be affected in either of the following manners: (i) The members of the Board of Directors of the Corporation shall file with the governing body of the City a written application requesting approval of the amendments to the Articles of Incorporation, specifying in such application the amendments proposed to be made. The governing body shall consider such application and, if it shall by appropriate resolution duly find and determine it is advisable that the proposed amendments be made, shall approve the form of the proposed amendments. The Board of Directors of the Corporation may then amend the Articles of Incorporation by adopting such amendments at a meeting of the Board of Directors and then delivering articles of amendment to the Secretary of State, or (ii) The governing body of the City may, at its sole discretion, and at any time, amend these Articles of Incorporation, and alter or change the structure, organization, programs or activities of the Corporation, COS/EDC-ART OF INC/08/05/99 or terminate or dissolve the Corporation (subject to the provisions of the Act, and subject to any limitation provided by the Constitutions and laws of the State of Texas and the United States of America on the impairment of contracts entered into by the Corporation) by written resolution adopting the amendment to the Articles of Incorporation of the Corporation or articles of dissolution at a meeting of the governing body of the City and then delivering articles of amendment or dissolution to the Secretary of State, as provided in the Act. Restated Articles of Incorporation may be filed with the Secretary of State as provided in the Act. ARTICLE SEVEN The street address of the present registered office of the Corporation is City Hall, 200 South Main Street, PO Box 826, Cibolo, Texas 78108 and the name of its present registered agent is Todd Parton, City Manager. ARTICLE EIGHT The affairs of the Corporation shall be managed by a Board of Directors consisting of seven (7) directors appointed by the governing body of the City serving staggered two (2) year terms of office. Not less than three (3) directors shall be persons who are not employees, officers, or members of the governing body of the City. The names, street addresses, and terms of the initial Board of Directors are as follows: Name and Address Term EUiration Date (1) Ray Thomas, 137 S. Willow Way, Cibolo, Texas 78108 2009 (2) Paul Machen, 217 Long Cove Drive, Cibolo, Texas 78108 2008 (3) William Law, 186 Tapwood Lane, Cibolo, Texas 78108 2009 (4) Patricia Evans, 237 Green Meadow Park, Cibolo, Texas 78108 2008 (5) Gloria Donovan, Ph.D., 540 Wayward Pass, Schertz,Texas 78154 2009 (6) Carl Garza, 401 North Main Street, Cibolo, Texas 78108 2008 4 CEDC-ARTICLES OF INC-041007 (7) Paul Sahanek, 8506 Coppersky, Converse, Texas 78109 2009 Each Director must reside within 10-miles of the City's jurisdictional boundaries, within the boundaries of Guadalupe County or a county bordering the county in which the major part of the city is located. If such residence ceases, it shall be deemed as a resignation. Directors are removable by the governing body of the City at any time without cause. The Directors shall serve without compensation, unless compensation is proposed and approved by the City's governing body, said compensation in no event to exceed the compensation of the elected officers of the City's governing body, except that such Directors shall be reimbursed for their actual expenses incurred in the performance of their duties. Any vacancy occurring on the Board of Directors through death, resignation, or otherwise shall be filled by appointment by the governing body of the City, said appointee to hold office until the expiration of the relinquished term. ARTICLE NINE Before the consummation of the initial deliver of any bonds, notes, or other forms of debt instruments, the Corporation shall obtain approval by the Council. In the exercise of the powers of the Corporations, the Corporation may enter into loan, lease, trust, or other agreements as authorized by the Act that are necessary and appropriate to the fulfillment of the public purpose of the Corporation, all of which agreements, and the specific uses, and the methods of withdrawal and expenditure of the proceeds of the bonds, notes, or other debt instruments, must be included as a part of the approval process of the Council required by the paragraph above. In the exercise of the powers of the Corporation, the Corporation may not enter into any loan, lease, trust, or other agreement the effect of which would grant, convey, transfer, mortgage, encumber, pledge or assign a security interest or any other interest in any property owned by the City. Any agreement entered into by the Corporation shall contain language substantially to the effect that any 5 COS/EDC-ART OF INC/08/05/99 7 grant, conveyance, transfer, mortgage, encumbrance, pledge or assignment of property owned by the City is prohibited. ARTICLE TEN No dividends shall ever be paid by the Corporation and no part of its net earnings remaining after payment of expenses shall be distributed to or inure to the benefit of its Directors or officers or any individual, firm, corporation or association, except that in the event the Board of Directors shall determine that sufficient provision has been made for the full payment of the expenses, bonds and other obligations of the Corporation, and if no further income or expenses are anticipated or expected or due, then any net earnings of the Corporation thereafter accruing shall be paid to the City. No part of the Corporation's activities shall be carrying on of propaganda, or otherwise attempting to influence legislation, including but not limited to the legislation of the City, and the Corporation as an entity, or any person on its behalf, shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office. ARTICLE ELEVEN If the Corporation ever should be dissolved when it has, or is entitled to, any interest in any funds or property of any kind, real, personal or mixed, such funds or property or rights thereto shall not be transferred to private ownership, but shall be transferred and delivered to the City after satisfaction or provision for satisfaction of debts and claims. ARTICLE TWELVE The City has specifically authorized the Corporation by Resolution to act on its behalf to further the public purposes stated in said Resolution and these Articles of Incorporation, and the City has by said Resolution approved these Articles of Incorporation. A copy of such Resolution is attached to these Articles of Incorporation and made a part hereof for all purposes. 6 COS/EDC-ART OF INC/08/05/99 x ARTICLE THIRTEEN The name and street address of the incorporators are: Name: Address: Todd Parton 200 South Main Street, Cibolo, Texas 78108 Nancy McBeth 200 South Main Street, Cibolo, Texas 78108 Lara Feagins 200 South Main Street, Cibolo, Texas 78108 Signed this da of , 2007. b -�- Y To Parton, City Manager l Nancy Mce ACM, Community Development ara Fea,ins, ire of Finance THE STATE OF TEXAS § COUNTY GUADALUPE § I, the undersigned, a Notary Public, do hereby certify that on this /I day of 2007, personally appeared Todd Parton, Nancy McBeth, and Lara Feagins, who, each being by me first duly sworn, severally declared that they are the persons who signed the foregoing documets as incorporators, and thst the statements therein contained are true. IN WITNESS THEREOF, I have hereunto set my hand and seal of office the day and year above written. 79 -7 Z�L qT 1�4 PEGGY CIMICS Notary Public,State of Texas Peggy Cimics,Notary Public, State of Texas My Commission Expires ''.;�rpaFiE;r AuguSt 07,2010 _ _ O My Commission Expires: 7 COS/EDC-ART OF INC/08/05/99