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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 1330 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 -2- 1331 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. -3- 1332 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 -4- 1333 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 -5- 1334 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 -6- 1335 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 -- T J11 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. 1337 (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 -2- 1338 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. 1340 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. -2- 1341 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 _ -3- 1342 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 -4- 1343 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 -S- 1344 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. -6- 1345 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 -7-