CC Resolution No. 784 1329
RESOLUTION NO. 784
A RESOLUTION OF THE CITY OF BAYTOWN DECLARING THE
WISDOM , EXPEDIENCY , NECESSITY AND ADVISABILITY FOR THE
FORMATION OF THE SOUTH EAST TEXAS HOUSING FINANCE
CORPORATION; CONTAINING OTHER PROVISIONS RELATING TO
THE SUBJECT ; AND PROVIDING FOR THE EFFECTIVE DATE
HEREOF .
WHEREAS , as hereinafter recited , it has been proposed
that "The South East Texas Housing Finance Corporation" be
formed to serve the City of Baytown, ( the "Area of Operations" ) ;
WHEREAS , the Texas Housing Finance Corporations Act ,
Article 1269 1-7 , Vernon ' s Texas Civil Statutes , as amended
authorizes nonprofit housing finance corporations for the
purpose of providing a means of financing the cost of residential
ownership and development that will provide decent , safe and
sanitary housing for residents of the Area of Operations ;
WHEREAS , pursuant to the provisions of the Act , three
or more residents of each of the sponsoring political subdivi-
sions (the "Incorporators" ) , each being a citizen of the
State of Texas , of the age of 1S years or more , have made
application in writing to the City Council of the City (the
"City Council " ) seeking the incorporation under the Act of a
public nonprofit housing finance corporation to be called
"The South East Texas 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 Article of Incorporat-
ion , including the power to issue its obligations to accomplish-
such public 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 , its sponsoring
political subdivisions and the State of Texas , and have
attached to such application the form of Articles of Incorpora-
tion to be used to organize the Corporation for approval by
the City Council together with such application ; and
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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 City
Council and the City Council shall have by appropriate
resolution duly adopted ( 1 ) found and determined that it is
wise, expedient , necessary and 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 City Council has determined, upon its own
motion, to adopt such resolution ; and
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF BAYTOWN:
Section 1 : That the City 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 residents 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 wellplanned
urban growth and development including the elimination and
prevention of potential urban blight and the proper coordination
of industrial facilities with public services, safe and
sanitary housing which they can afford; and (e) preserve and
increase the ad valorem tax basis of the City; (3) that the
City should cooperate with the other sponsoring political
subdivisions constituting the Area of Operations for the
mutual benefit of the City and such other sponsoring political
subdivisions , and (4) that in order to accomplish the foregoing
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public purposes and benefits there should be formed, pursuant
to the application of Incorporators and the attached Article
of Incorporation presented therewith to this City Council , a
public nonprofit housing finance corporation to be called
"The South East Texas 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 laws of the State of Texas , its
sponsoring political subdivisions and its Articles of Incorpor-
ation, 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
the Incorporators attached hereto as Exhibit "A" , the said
application of the Incorporators to this City 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 City 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 mail to each director named in the Articles
of Incorporation , which notice shall state the time and
place of such organizational meeting.
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Section 4 : That , having given consideration to the
qualifications of 0. J . Howell , to serve as director
of the Corporation and having determined that the public
good will be furthered by making such appointment , he is
hereby appointed by this City Coucil to the initial Board of
Directors of the Corporation to serve , subject to removal by
the City Council for cause or at will , for such term as is
stipulated in the 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 South East Texas 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 City Council , and its Articles of Incorporation
to carry out the public purposes and powers set forth therein
and herein; provided, however , that the governing bodies of
the sponsoring political subdivisions may , either upon ( 1 )
the application of the Board of Directors of the Corporation ,
or (2) their 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 Certificated 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 severally in the sponsoring
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political subdivisions in proportion to the ratio that each
of their populations (as reflected by the 1980 decennial
census) bears to their total population (as reflected by the
1980 decennial census) .
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 sponsoring political subdivisions ,
and the sponsoring political subdivisions 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 sponsoring
political subdivisions.
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 resolu-
tion .
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
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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 therecy .
Section 11 : That the City Council has considered evi-
dence of the posting of notice of this meeting of the City
Council , and the City Council officially finds , determines
recites and declares that a sufficient written notice of the
date, place , and hour of this meeting of the City Council of
the subject of this resolution was posted for at least
seventy two hours before this meeting was convened ; that
such notice was posted on a bullentin board in the City Hall
located at a place of convenience to the general public at
all times from the time of posting until this meeting was
convened; and 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 Open Meetings Law, Article
6252-17 , Vernon ' s Annotated Texas Civil Statutes , as amended.
The City Council further ratifies , approves and confirms
such written notice and the contents and posting thereof .
Section 12 : This Resolution shall take effect immediately
from and after its passage .
INTRODUCED, READ and PASSED by the affirmative vote of
the City Council on this the 27th day of August_
1981 .
E . T O. HUTTO, Mayor
ATTEST:
EILEEN P. HALL, City Clerk
APPROVED :
kRA N 2TDAMTLB--ST IMNG, Cit, Attorney
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EXHIBIT "A"
1336
APPLICATION FOR AUTHORIZATION AND ArPi20VAL
OF THE FOR14ATION OF THE SOUTH_ EASIT 'TEXAS _
HOUSING FINANCE CORPOPATIGN ___
STATE OF TEXAS §
COUNTY OF §
WHEREAS, we, the undersigned persons (the "Incorpora-
tors" ) believe that there is a need existing in _the Citu
of Bagtown --
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the "Area of Operations £or the provi-
sion of a means of financing of the cost of residential ownership
and development that will provide decent, safe and sanitary
housing for low and moderate income residents of the Area of
Operation; and
WHEREAS, the Texas Housing Finance Corporations Act,
Article 1269 1-7 , Vernon' s Texas Civil Statutes, as amended
authorizes cities and/or counties to jointly create and utilize
public nonprofit housing finance corporations for the purpose of
providing a means of financing the cost of residential ownership
and development that will provide decent, safe and sanitary
housing for residents of the Area of Operations;
NOW, THEREFORE
(1 ) Pursuant to the provisions of the Act, the under-
signed Incorporators, each being a citizen -of the State of Texas ,
of the age of 18 years or more and a resident of the City, hereby
mane application to the City Council of the City (the "City
Council" ) for the authorization and approval of the incorporation
of a public nonprofit housing finance corporation to be called
"The South East Texas Housing Finance Corporation" (the
"Corporation" , which Corporation shall have the authority to
carry out the public purposes for which it is incorporated, to
exercise the powers with which it is invested by the Act, its
Articles of Incorporation and its sponsoring political subdivi-
sions including the power to issue its obligations to accomplish
such public 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, its sponsoring political subdivi-
sions and the State of Texas.
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(2) Pursuant to the provisions of the Act, the under-
signed Incorporators attach hereto and present herewith to the
City Council for approval, proposed Articles of Incorporation
pursuant to which it is proposed that the Corporation be formed.
` (3) Pursuant to the provisions of the Act, and this
application, the undersigned Incorporators hereby . request that
the City Council adopt appropriate resolutions authorizing and
approving the formation of the Corporation, the filing of the
Articles of Incorporation, and appointing an initial Board of
Directors of the Corporation.
DATED this 11th day of Auuuse ,_. 1981, at the City of
Baytown , Texas.
Respectfully submitted,
4
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EXHIBIT "B"
1339
ARTICLES OF INCORPORATION
OF
THE SOUTH EAST TEXAS HOUSING FINANCE CORPORATION
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 the State of 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 SOUTH EAST TEXAS 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 purposes
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 those poZiticat
subdivisions joining with the Citu of Bautown to formthp
South East Texas Housing Finance Corporation. --
the "Sponsoring Political Subdivision" ) .
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 _. ��.Xtown
Texas 77520 and the name of its initial registered agent
at such address is William N. Eiland, Jr.
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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 ini-
tial directors are:
Name Term Address
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 one of the
Sponsoring Political Subdivisions .
Directors shall be appointed by the majority vote of the
governing body of each of the Sponsoring Political Subdivisions .
All directors shall be residents of one of the Sponsoring Politi-
cal Subdivisions 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 ap-
pointed and qualified. Any vacancy occurring in the board of
directors shall be immediately filled by appointment by the
governing body of each of the Sponsoring Political Subdivisions.
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.
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ARTICLE VIII
The name and street address of each incorporator are:
Name Address
David C. Gunn 4001 Garth Road
Baytown, Texas 77520
Tony Campos 1518 W. Humble
Baytown, Texas 77520
Mrs. Norma R. Wilder _ 121 Mapleton
Baytown, Texas 71520
0. J. Howell 14 E. Cleveland Street
Baytown, Texas 77520 _
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Each incorporator resides within one of the Sponsoring Political
Subdivisions.
ARTICLE IX
Resolutions approving the form of these Articles of Incorpo-
ration have been duly adopted by the governing body of each of
the Sponsoring Political Subdivisions.
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 Corporation) may not inure
to the benefit of any person or entity, other than the Sponsoring
Political Subdivisions.
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
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 severally in each of the Sponsoring Political Subdivisions
in proportion to the ratio which its population (as reflected by
the 1980 decennial census) bears to the total population of all
Sponsoring Political Subdivisions (as reflected by the 1980
decennial census) ; 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 governing bodies of the political subdivisions who serve
as sponsors of the Corporation may, at their sole discretion and
at any time, either upon ( 1) the application of the Board of
Directors of the Corporation, or (2) their own motions, by appro-
priate resolutions duly adopted cause the Articles of Incorpora-
tion to be amended to alter or change the structure, organiza-
tion, powers, programs or activities of the Corporation and may
cause the existence of the Corporation to be terminated, subject
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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
loth day of AUGUST , 1981.
t
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THE STATE OF TEXAS §
COUNTY OF HARRIS §
I, RONALD D. HADDOX a notary public, do hereby
certify that on this llth day of — AUGUST 1981 , personally
appeared before me:
DAVID C. GUNN
TONY CAMPOS
MRS. NORMA R. WILDER
O.J. HOWELL r
,
and
who each being by me first duly sworn, severally declared that
they are the persons who signed the foregoing document as Incor-
porators, and that the statements therein contained are true.
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IN WITNESS WHEREOF, I have hereunto set my hand and seal the
day and year above written,
Notary Public in and for
the State of Texas
My Co ission expire .
Printed Name of Notary Public
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