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CC Resolution No. 690 1114 RESOLUTION NO. 690 RESOLUTION DECLARING THE WISDOM, EXPEDIENCY, NECESSITY AND ADVISABILITY FOR THE FORMATION OF THE BAYTOWN HOUSING FINANCE CORPORATION; CONTAINING OTHER PROVISIONS RELATING TO THE SUBJECT; AND DECLARING AN EMERGENCY WHEREAS, the Legislature of the State of Texas, in its 66th Legislative Session, passed a bill, designated as House Bill Number 1876 and as "an Act authorizing cities and counties to create and utilize public nonprofit corporations for the purpose of providing a means of financing the cost of residential owner- ship and development that will provide decent, safe and sanitary housing for residents ( , etc.] " (the "Act") , such Act having been signed into law by the Governor of the State of Texas on June 14, 1979 , and having become immediately effective as emergency legislation; and WHEREAS, pursuant to the provisions of the Act, O. J. Howell, Tony Campos, E. D. Reed, j I, Norma R. Wilder and David Gunn, each being a citizen of the State of Texas, of the age of 18 years or more and a resident of the City of Baytown, Texas (the "City") , have made application in writing to the City Council of the City (the "Council") seeking the incorporation under the Act of a public nonprofit housing finance corporation to be called "The Baytown Housing Finance Corporation" (the "Corporation") with authority to carry out the public purposes for which it is incorporated, to exercise the powers with which it is invested by the Act and its Articles of Incorporation, including the power to issue its obligations to accomplish such public pur- poses and powers, as a public instrumentality and nonprofit corporation to exist and act on behalf of, and for the benefit of, the general public, the City and the State of Texas, .and have attached to such application the form of Articles of Incorporation to be used to organize the Corporation for approval by the Council together with such application; and WHEREAS, the Act provides that the Corporation may not be formed unless such application and such Articles of Incorporation shall have been first filed with the. Council and the Council I I 1115 "- shall have by appropriate resolution duly adopted (1) found and determined that it is wise, expedient, necessary or advisable that the Corporation be formed and (2) approved the form of the Articles of Incorporation to be used in organizing the Corporation; and - WHEREAS, the Council has determined, upon its own motion, to adopt such resolution; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS : Section 1. That the Council officially finds, determines, recites and declares that (1) it is wise, expedient, necessary and advisable that there be provided in the City a means of financing the cost of residential ownership and development that will provide decent, safe and sanitary housing for resi- dents of the City at prices that they can afford; (2) that such residential ownership and development will (a) provide for and promote the public health, safety, morals and welfare; (b) relieve conditions of unemployment and encourage the increase of industry and commercial activity and economic development so as to reduce the evils attendant upon unemployment; (c) provide for efficient and well-planned urban growth and development including the elimination and prevention of potential urban blight and the proper coordination of industrial facilities with public services, mass transportation and residential development; (d) assist persons of low and moderate income in acquiring and owning decent, safe and sanitary housing which they can afford; and (e) preserve and increase the ad valorem tax basis of the City; (3) that in order to accomplish the foregoing public pur- poses and benefits there should be formed, pursuant .to the application of O. J. Howell, Tony Campos, E. D. Reeds zl., Ndrma R. Wilder and David Gunn, and the attached Articles of Incorporation presented therewith to this Council, a public 2 �gz ' 1116 nonprofit housing finance corporation to be called "The Baytown Housing Finance Corporation" (the "Corporation") with authority f ' to carry out the public purposes for which it is incorporated, to exercise the powers with which it is invested by the laws of the State of Texas, this Council and its Articles of Incorporation, including the power to issue its obligations to accomplish such purposes and powers, as a public instrumentality and nonprofit corporation to exist and act on behalf of and for the benefit of the general public, the City and the State of Texas. Section 2. That, having considered the application of 0. J. Howell, Tony Campos, E. D. Reed, II, Norma R. Wilder and David_Gunn (the "Incorporators") attached hereto as Exhibit "A" , the said application of the Incorporators to this Council for approval of the formation of the Corporation in accordance with the provisions of the Act is hereby approved; that the Articles of Incorporation presented to this Council by the Incorporators with said application and attached hereto as Exhibit "B" are hereby approved; and that the Incorporators are hereby authorized and directed to file with the Secretary of State of the State of Texas duplicate originals of the Articles of Incorporation. Section 3. That upon the issuance by the Secretary of State of a Certificate of Incorporation, the Incorporators are hereby authorized and directed, in accordance with the provisions of the Act, to call the organizational meeting of the Corporation after having given at least three days ' notice thereof by nail to each director named in the Articles of Incorporation, :which notice shall state the time and place of such organizational meeting. Section 4. That, having given consideration to the 4uali� fications of Incorporators to serve as directors of the Corpora- tion and having determined that the public good will be furthered by making such appointmentsf the Incorporators are hereby appointed by this Council to constitute the initial Board of Directors of the Corporation to serve, Subject .to removal by the Council for 3 1117 cause or at will, for such terms as are stipulated in the i- Articles of Incorporation. Section 5. That upon the issuance of its Certificate of Incorporation the existence of the Corporation shall begin; that the Corporation shall constitute a public instrumentality and nonprofit corporation operating under the name of "The Baytown Housing Finance Corporation" ; and that the Corporation shall be authorized, in accordance with the provisions of the Act, this resolution and subsequent actions of the Council, and its Articles of Incorporation to carry out the public purposes and powers set forth therein and herein; provided, however, that the Council may, either upon (1) the application of the Board of Directors of the Corporation, or (2) its own motion, by appropriate resolutions duly adopted cause the Articles of Incorporation to be amended to alter or change the structure, organization, powers, programs or activities of the Corporation and may cause the existence of the Corporation to be terminated, subject to the provisions of the Act and to any limitation on the impairment of contracts entered into by the Corporation. Section 6. That, pursuant to the provisions of the Act, upon the issuance by the Secretary of State of the State of Texas of a Certificate of Dissolution of the Corporation, the Corporation shall thereupon stand dissolved and title to all funds and properties owned by the Corporation at the time of such dissolution shall vest in the City. Section 7. That, pursuant to the provisions of the Act, the Corporation shall be a public instrumentality and nonprofit corporation existing and acting on behalf of, but separate and apart from, the City, and the City shall not be liable .for any of the obligations of the Corporation or bound by any actions or proceedings of the Corporation except as may be specifically- assumed by the City. 4 ' 4 1118 Section 8. That the Mayor and the City Secretary of the City and other appropriate officials of the City are hereby authorized and directed to execute all appropriate Certificates and to do any and all other things necessary and/or convenient to carry out the provisions of this resolution. Section 9. That a duly certified copy of this resolution shall be admissible in evidence in any suit, action or proceeding involving the validity or enforcement of or otherwise relating to any contract of the Corporation, and shall be deemed conclusive proof that the Corporation has been authorized to be formed and to transact business and exercise its powers pursuant to the provisions of the Act. Section 10 . That this resolution and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to sustain the validity of the authorization of the formation and operation of the Corporation. If any word, phrase, clause, sentence, paragraph, section or other part of this resolution, or the application thereof to any person or circumstance, shall ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of this resolution and the application of such word, phrase, clause, sentence, paragraph, section or other part of this resolution to any other persons or circumstances shall not be affected thereby. Section 11. That the Council has considered evidence of the posting of notice of this meeting of the Council, and the Council officially finds, determines, recites and declares that a sufficient written notice of the date, place, and hour of this meeting of the Council and of the subject of this resolution was posted for at least two hours before this meeting was convened; that such notice was posted on a bulletin board in the City Mall located at a place convenient to the general public at all tunes from the time of posting until this meeting was convened; and 5 ..... ...... .. . . . . . . 1119 (Z that this meeting has been open to the public at all times during which this resolution and the subject matter thereof has been discussed, considered and formally acted upon; all as required by the Open Meetings Law, Article 6252-17, Vernon' s Annotated Texas Civil Statutes, as amended. The Council further ratifies, approves and confirms such written notice and the contents and posting thereof. Section 12. That the Council officially finds, determines, recites, and declares that the need for the Corporation to be formed and begin transacting business and exercising its powers at the earliest possible date is necessary for the immediate preservation of health and safety and creates an emergency and urgent public necessity; that this resolution is therefor declared to be an emergency measure; and that written notice of the date, place and hour of this meeting and the subject matter of this resolution shall be sufficient notwithstanding that such written notice may not have been posted for 72 hours before this meeting was convened. PASSED AND APPROVED this 1st day of August , 1979. ayox ATTEST; City Secretary (SEAL) 6 1120 J ARTICLES OF INCORPORATION OF THE BAYTOWN HOUSING FINANCE CORPORATION I We, the undersigned natural persons of the age of eighteen years or more, all of whom are citizens of the State of Texas and residents of Baytown, Texas, acting as incorporators of a corporation under the Texas Housing Finance Corporations Act, do hereby adopt the following Articles of Incorporation for such corporation: ARTICLE I The name of the Corporation is THE BAYTOWN HOUSING FINANCE CORPORATION. ARTICLE II The corporation is a public nonprofit corporation. ARTICLE III The duration of the corporation shall be perpetual. ARTICLE IV The corporation is organized solely to carry out the pur- poses of The Texas Housing Finance Corporations Act; provided, however, that the corporation may not issue obligations for or on behalf of any private or public entity other than the City of Baytown, Texas. ARTICLE V The corporation shall have no members. ARTICLE VI The street address of the initial registered office of the corporation is 805 Nazro Street, Baytown, Texas, and the name of its initial registered agent at such address is Mr. William Eiland. ARTICLE VII The number of directors constituting the initial Board of Directors of the Corporation is five (5) and the names, addresses and terms of office of the persons who are to serve as the initial directors are: Name Term Address 1121 E Each member of the initial Board of Directors shall hold office for the term specified beside his or her name above or until his or her successor is appointed in the manner provided below. Each of the initial directors resides within the City of Baytown, Texas . Directors shall be appointed by the majority vote of the City Council. All directors shall be residents of the City of Baytown, Texas at all times during their term of office. Each director shall hold office for the term for which he or she is appointed and until his or her successor shall have been appointed and qualified. Any vacancy occurring in the board of directors shall be immediately filled by appointment by the City Council of the City of Baytown, Texas. A director may be removed from office for cause or at will and no director shall be appointed for a term in excess of six (6) years. ARTICLE VIII The name and street address of each incorporator are: Name Address ARTICLE IX A resolution approving the form of these Articles of In- corporation has been duly adopted by the City Council of the City of Baytown, Texas on July 12, 1979. ARTICLE X Any net earnings of the Corporation (beyond that necessary for retirement of its indebtedness or to implement the public purpose or purposes or program of the City of Baytown, Texas) may not inure to the benefit of any person or entity, other than the City of Baytown, Texas . -2- 1122 a� nla k; The corporation shall not participate in or intervene in ,(including the publication or distribution of statements) any political campaign on behalf of any candidate for public office. ARTICLE XI i Subject to any valid liens, charges or encumbrances and the prior rights of the holders of any obligation of this corporation and any creditors of the corporation, in the event of dissolution of this corporation, at any time or for any reason, title to all of the funds, properties and assets of this corporation shall vest in the City of Baytown, Texas; it being intended that no officer or director of this corporation or any other private person or entity shall ever derive or receive any financial or pecuniary gain or profit from this corporation on dissolution, liquidation or winding up. ARTICLE XII The City Council of the City of Baytown, Texas may, at its sole discretion and at any time, either upon (1) the application of the Board of Directors of the Corporation, or (2) its own motion, by appropriate resolutions duly adopted cause the Art- icles of Incorporation to be amended to alter or change the structure, organization, powers, programs or activities of the Corporation and may cause the existence of the Corporation to be terminated, subject to the provisions of the Act and to any limitation on the impairment of contracts entered into by the Corporation. IN WITNESS WHEREOF, we have hereunto set our hands this day of , 1979. -3- 1123 J i7Y J2 THE STATE OF TEXAS § § 7 COUNTY OF HARRIS § I , a notary public, do hereby certify that on this day of 1979, personally appeared before me: O. J. Howell, Tony Campos, E. D. Reed II, Norma R. Wilder, and David Gunn who each 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 day and year above written. Notary Public in and for My Commission expires: Harris County, Texas Printed Name of Notary Public