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CC Resolution No. 833 1466 RESOLUTION NO. 833 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BAYTOWN APPROVING AND REQUESTING THE AMENDMENT OF THE ARTICLES OF INCORPORATION OF THE SOUTHEAST TEXAS HOUSING FINANCE CORPORATION. iF iEiF kif#1F k!k k k�F#i4it if M if if iF♦if*M-1(-iF',f M iF iF 3F i(-iF iF iF k kit R M 3FY-k iF iF iEiF%iF if it i,`f IF iF-%3(-iF*MiF iF M iFiF kiF fF N-rt iF A if iFiFi4 iF ff rt WHEREAS, pursuant to Section 8 of Article 12691-7 of the Revised Civil Statutes of the State of Texas, the board of directors of The Southeast Housing Finance Corporation (the "Corporation") has made application in writing to the City Council of the City of Baytown, Texas (the "City Council") requesting that the articles of incorporation of the Corporation be amended and restated in the form attached hereto as Exhibit A; and WHEREAS, the City Council has determined, upon its own motion, to adopt the following resolution, NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That, having considered the application of the Board of Directors of the corporation, the City Council officially finds, determines, recites and declares that it is wise, expedient, necessary and advisable that the articles of incorporation of the Corporation be amended and restated, and that the form of such amendments and restated articles attached hereto as Exhibit A be, and it is hereby APPROVED, ADOPTED and RATIFIED; and Section 2: That the Board of Directors and Officers of the Corporation be, and they hereby are, authorized and directed to do and to perform, or to cause to be done and performed, in the name and on behalf of the Corporation, such acts and to execute, deliver and file, all such documents necessary in order to effectuate the amendment and restatement of the Corporation's articles of incorporation. INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of Baytown on this the loth day of March, 1983. _e5ezeeeeef- '-EMMETT O. HUTTO, Mayor ATTEST: EILEEN P. HALL, City Clerk APPROVED: RANDALL B. STRONG, City­Atto ey 1467 ARTICLES OF AMENDMENT AND FIRST RESTATED ARTICLES OF INCORPORATION THE SOUTHEAST TEXAS HOUSING FINANCE CORPORATION Pursuant to Articles 12691-7, 1396-4 . 06 and 1396-10 . 04 of the Revised Civil Statutes of the State of Texas , The ' Southeast Texas Housing Finance Corporation (the "Corporation" ) hereby adopts the following Articles of Amendment and First Restated Articles of Incorporation. Such First Restated Articles accurately copy the Articles of Incorporation of the Corporation, as amended and supplemented by all certificates of amendment previously issued by the Secretary of State of the State of Texas and as further amended by these Articles of Amendment and Re- stated Articles, and contain no other change in the provisions of the Articles of Incorporation. Articles V, VI , VII , VIII , IX, XIII , XIV and XVIII have been added to the original and amended articles of incorporation; Articles IV, XII and XVII have been amended by these Articles of Amendment and First Restated Articles . The amendments made by these Articles of Amendment and First Restated Articles of Incorporation have been effected in conformity with the Texas Housing Finance Corporations Act, TEX. REV. CIV. STAT. ANN. art 12691-7 (Vernon Supp. 1982-1983) . ARTICLE I The name of the Corporation is The Southeast 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 . 1468 ARTICLE V The Corporation is a public instrumentality of the Cities of Baytown, League City, Shoreacres , La Porte, Tomball, Texas City, La Marque, Deer Park and .Pasadena, Texas, and the Counties of Liberty, Austin, Walker, Brazoria, Matagorda, Colorado, Chambers and Wharton, Texas (as such list may be amended from time to time, the "Sponsoring Political Subdivi- sions" ) , provided, however , that upon receipt by the board of directors of the Corporation of the duly certified resolutions of the governing body of any other city or county located within the Houston-Galveston Regional Planning Area requesting permission to include such city or county as an additional Sponsoring Political Subdivision and appointing an additional member to the board of directors, in compliance with Article XII hereof, the board of directors is authorized, without further amendment of these First Restated Articles, to include such city or county as an addi- tional Sponsoring Political Subdivision; and, provided further, that upon approval of an appropriate resolution by a majority of the directors of the Corporation in accordance with Article VII hereof, the board of directors is authorized, without further amendment of these First Restated Articles, to remove such city or county as a Sponsoring Political Subdivision. ARTICLE VI Subject to any limitation on the impairment of contracts entered into by the Corporation, the governing body of any Spon- soring Political Subdivision may, upon its own motion, and with- out further amendment of these First Restated Articles , withdraw from the Corporation and, upon such withdrawal, the withdrawn political subdivision shall not be bound by any actions or pro- ceedings of the Corporation, the term of its representative member of the board of directors of the Corporation shall be immediately terminated and the Corporation shall no longer act in any respect on behalf of the withdrawn political subdivision. ARTICLE VII Subject to any limitation on the impairment of contracts entered into by the Corporation, a majority of the directors of the Corporation may, by appropriate resolution, and without further amendment of these First Restated Articles, remove any of the Sponsoring Political Subdivisions from the Corporation. Upon such removal , the former sponsoring political subdivision shall not be bound by any actions or proceedings of the Corporation, the term of its representative member on the board of directors of the Corporation shall be immediately terminated and the Corpo- ration shall no longer act in any respect on behalf of the re- moved political subdivision. -2- 1469 ARTICLE VIII .Any Sponsoring Political Subdivision may, upon its own resolution, decline to participate in any residential development program, insofar as that program affects the Sponsoring Political Subdivision. No Sponsoring Political Subdivision, however, may affect the access of any other Sponsoring Political Subdivision to any residential development program. ARTICLE IX For the purposes of the public approval requirement imposed on the issuance of industrial development bonds by Sec- tion 103(k) of the Internal Revenue Code of 1954, as amended, bonds issued by the Corporation shall be deemed to be issued only on behalf of the Sponsoring Political Subdivision in which the residential development, development costs of which are to be defrayed, in whole or in part, by the bonds, is physically lo- cated. ARTICLE X The Corporation shall have no members . ARTICLE XI The street address of the registered office of the Corporation is 805 Nazro Street, Baytown, Texas 77520 , and the name of its registered agent at such address is William N. Eiland, Jr . ARTICLE XII The present board of directors consists of fifteen ( 15) members . The names and addresses of the persons who currently serve as directors of the Corporation are as follows : O. J. Howell L. H. McKey 14 East Cleveland Street 10430 Collingswood Baytown, Texas 77520 La Porte, Texas 77571 John C. Neal I . J. Irvin, Jr . 3219 Burke Road 225 N. Richmond Road Pasadena, Texas 77504 Wharton, Texas 77488 -3- 1470 J. Brooks Hiller Robert Clapper 34 Little John P. O . Box 1074 Dayton, Texas 77535 Anahuac, Texas 77514 Jerry L. Cornelius Carroll Kelly, Jr. 2201 Juanita 2432 South Gordon Deer Park, Texas 77536 Alvin, Texas 77511 Charles Hinze, Jr . Doug Matthes P.O. Box 517 Western Gulf Savings Sealy, Texas 77474 P.O. Box 1687 Bay City, Texas 77414 L. W. Stiles, Jr . Gary Meyer P.O. Box 638 P.O. Box 266 Eagle Lake, Texas 77434 La Marque, Texas 77568 James F. Luhning Robert N. Tavenner 1505 Nineteenth Ave. North Sam Houston National Bank Texas City, Texas 77590 P.O. Box 6057 Huntsville, Texas 77340 Don R. Badeaux City Administrator City Hall Tomball , Texas Each present member of the board of directors is hereby appointed to serve as a director of the Corporation for a term of six (6) years from the date hereof . Each succeeding member of the board of directors shall hold office for the term for which he or she is elected or appointed and until his or her successor shall have been elected or appointed and qualified in the manner provided in these First Restated Articles or the bylaws of the Corporation, as the First Restated Articles and bylaws may be amended, supplemented and restated. Each director of the Cor- poration resides and shall reside within one of the Sponsoring Political Subdivisions . Each Sponsoring Political Subdivision of the Corporation shall be entitled to appoint one director to the board of direc- tors of the Corporation. Upon the appointment or election of its representative member of the board of directors by the governing body of a Sponsoring Political Subdivision, each and every other Sponsoring Political Subdivision is thereupon deemed to have approved and authorized such appointment or election. Any va- cancy occurring in the board of directors shall be filled by appointment by that Sponsoring Political Subdivision which had, in accordance with these First Restated Articles, originally -4- 1471 appointed the director whose resignation, death or removal occa- sioned such vacancy. A director may be removed from office for cause or at will as provided in the bylaws of the Corporation, and no director shall be appointed for a term in excess of six (6) years. ARTICLE XIII Whenever any notice of any meeting of directors of the Corporation is required to be given under the provisions of the Texas Housing Finance Corporations Act , the Corporation' s ar- ticles of incorporation, as amended, supplemented and restated, or the bylaws of the Corporation, said notice shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed postpaid wrapper addressed to the person thereto at his post office address, as it appears on the books of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. Except as otherwise provided by law, the articles or incorporation, as amended, supplemented and restated, or the bylaws, neither the business to be transacted at, nor the. purpose of, any regular or special meeting need be specified in the notice or waiver of notice. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the ex- press purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Whenever any notice is required to be given to any director, a waiver thereof in writing signed by such person(s) en- titled thereto (whether signed before or after the time re- quired for such notice) shall be equivalent to the giving of such notice. ARTICLE XIV The directors may hold their meetings in any manner permitted by law, including by conference telephone or similar communications equipment by means of which all participants can hear each other . Any action which may be taken at a meeting of the board of directors or of any committee may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the directors, or all of the members of the committee, as the case may be. -5- 1472 ARTICLE XV Any net earnings of the Corporation (beyond that neces- sary 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 XVI Subject to any valid liens, charges or encumbrances and the prior rights of the holders of any obligation of this Cor- poration 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 Corpora- tion 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 popu- lation 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 XVII The governing bodies of the political subdivisions which 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 appropriate resolutions duly adopted, cause these First Restated 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 Texas Housing Finance Corporations Act and to any limita- tion on the impairment of contracts entered into by the Cor- poration. -6- 1473 ARTICLE XVIII Resolutions approving the form of these Articles of Amendment and First Restated Articles of Incorporation, and all amendments contained therein, were adopted by a majority of the directors of the Corporation on , 1983 and have been approved by resolutions duly adopted by the governing body of each of the Sponsoring Political Subdivisions . IN WITNESS WHEREOF, we have hereunto set our hands this day of 1983 . J. Brooks Hiller, President ATTEST: William N. Eiland, Jr . , Secretary William N. Eiland, Jr . , Secretary -7- 1474 THE STATE OF TEXAS § COUNTY OF HARRIS § I , a notary public, do hereby certify that on this day of 1983 , personally appeared before me J. Brooks Hiller and William N. Eiland, Jr . , who, each being by me first duly sworn, severally declared that they are the persons who signed the foregoing document as the President and Secretary of The Southeast Texas Housing Finance Corporation, 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 the State of Texas My Commission Expires : 0894s 03/03/83 -8-