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
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"- 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
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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
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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.
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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
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(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)
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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 .
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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
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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.
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J i7Y
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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