RES 2024-03 EDC Amending Articles of Incorportation TOWN OF TROPHY CLUB, TEXAS
RESOLUTION NO. 2024-03
A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF TROPHY
CLUB, TEXAS, APPROVING PROPOSED AMENDMENTS TO THE
TROPHY CLUB ECONOMIC DEVELOPMENT CORPORATION'S
ARTICLES OF INCORPORATION; AND PROVIIDNG AN EFFECTIVE
DATE.
WHEREAS, the Town of Trophy Club (the "Town") is a home rule city acting under
its charter adopted by the electorate pursuant to Article XI, Section 5 of the Texas
Constitution and Chapter 9 of the Local Government Code; and
WHEREAS, the Trophy Club Economic Development Corporation ("Corporation")
is a Texas non-profit corporation operating under the Development Corporation Act,
codified in Subtitle C1 of Title 12 of the Texas Local Government Code, Chapters 501
through 505 (the "Act"), the Texas Business Organizations Code, as amended, and other
applicable laws; and
WHEREAS, the Town Council of the Town of Trophy Club desires to amend the
Articles of Incorporation to address amendments to the Develop Corporation Act since
their adoption; and
WHEREAS, the Town Council of the Town of Trophy Club desires to amend the
Articles of Incorporation to reflect membership requirements set forth by the Corporation's
Bylaws; and
WHEREAS, the amendments to the Articles of Incorporation are consistent with
state law.
NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE
TOWN OF TROPHY CLUB, TEXAS:
SECTION 1. The proposed amendments to the Corporation's Articles of
Incorporation, attached hereto as Exhibit "A" have been reviewed by the Town Council of
the Town of Trophy Club, and are found to be acceptable and in the best interest of the
Town of Trophy Club and its citizens, and is hereby in all things approved.
SECTION 2. The Town Council of the Town of Trophy Club, Texas, authorizes staff
or the Town's attorney to submit the amendments to the Texas Secretary of State.
SECTION 3. This resolution shall become effective from and after its date of
passage.
RESOLUTION 2024-03 PAGE 2
PASSED AND APPROVED THIS THE 25TH, DAY OF MARCH 2024.
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4,..,/ Ay,. .
i eari'"''alffa/ , Mayor
ATTEST: _
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Tammy Dixon, wn Secretary . _
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Ole tAPPROVED AS TO FORM: � ,,�o/`�'� 'z'4Nl JAW
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Dean f oga, n Attorney
RESOLUTION 2024-03 PAGE 3
Exhibit A
ARTICLES OF INCORPORATION
OF
TROPHY CLUB ECONOMIC DEVELOPMENT CORPORATION
WE, THE UNDERSIGNED natural persons, not less than three in number, each of whom
is at least 18 years of age and is qualified elector of the Town of Trophy Club,Texas(the "Town"),
acting as incorporators of a public instrumentality and non-profit industrial development
corporation (the "Corporation") under the Development Corporation Act, the Local Government
Code, Title 12, Subtitle Cl, as amended (the "Act"), with the approval of the Town Council (the
"Town Council") of the Town, do hereby adopt the following Articles of Incorporation of the
Corporation:
ARTICLE ONE
NAME
The name of the Corporation is "Trophy Club Economic Development Corporation."
ARTICLE TWO
NON-PROFIT CORPORATION
The Corporation is a non-profit industrial development corporation under the Act and is a
Type B corporation under the Act.
ARTICLE THREE
DURATION
Subject to the provisions of Article Eleven of these Articles, the period of duration of the
Corporation is perpetual.
ARTICLE FOUR
PURPOSE
A. The purpose of the Corporation is to promote economic development within the Town and
the State of Texas in order to eliminate unemployment and underemployment, and to promote and
encourage employment and the public welfare of, for, and on behalf of the Town by undertaking,
developing, implementing,providing, and financing projects under the Act.
B. In the fulfillment of its corporate purpose,the Corporation shall have the power to provide
financing to pay the costs of the projects through the issuance or execution of bonds, notes, and
other forms of debt instruments, and to acquire,maintain, operate and lease and sell property, and
interests therein, all to be done and accomplished on behalf of the Town and for its benefit and to
accomplish its public and governmental purposes as its duly constituted authority and public
instrumentality pursuant to the Act and under. and within the meaning of, the Internal Revenue
Code of 1986, as amended, and the applicable regulations of the United States Treasury
Department and the rulings of the Internal Revenue Service of the United States prescribed and
promulgated thereunder.
Articles of Incorporation—Page I
C. In the fulfillment of its corporate purpose,the Corporation shall have and may exercise the
powers described in paragraph B of this Article, together with all of the other powers granted to
Type B corporations that are incorporated under the Act, and, to the extent not in conflict with the
Act,the Corporation shall additionally have and may exercise all of the rights,powers,privileges,
authorities, and functions given by the general laws of the State of Texas to nonprofit corporations
under the Business Organizations Code, as amended.
D. The Corporation is a corporation having the purposes and powers permitted by the Act
pursuant to the authority granted in Article m, Section 52-a of the Texas Constitution, but the
Corporation does not have,and shall not exercise the powers of sovereignty of the Town,including
the power to tax(except for the power to receive and use the sales and use and other taxes specified
in Chapter 505 of the Act) and the police power, except that the Corporation shall have any may
exercise the power of eminent domain when the exercise thereof is approved by the Town Council.
However, for the purposes of the Texas Tort Claims Act(Subchapter A, Chapter 101, Texas Civil
Practice and Remedies Code), the Corporation is a governmental unit and its actions are
governmental functions.
E. No bonds, notes, or other debt instruments or other obligations, contracts, or agreements
of the Corporation are or shall ever be deemed to be or constitute the contracts,agreements,bonds,
notes, or other debt instruments or other obligations, or the lending of credit, or a grant of the
public money or things of value,of,belonging to,or by the State of Texas, the Town, or any other
political corporation,subdivision or agency of the State of Texas,or a pledge of the faith and credit
of any of them.Any and all of such contracts,agreements,bonds,notes,and other debt instruments
and other obligations, contracts and agreements shall be payable solely and exclusively from the
revenues and funds received by the Corporation from the sources authorized by Chapter 505the
Act and from such other sources as may be otherwise lawfully available and belonging to the
Corporation from time to time.
ARTICLE FIVE
MEMBERSHIP/STOCK
The Corporation has no members and is a non-stock corporation.
ARTICLE SIX
AMENDMENT OF ARTICLES
These Articles of Incorporation may be amended in either one of the methods prescribed
in this Article.
A. Pursuant to the powers of the Town contained in the Act,the Town Council,by resolution,
may amend these Articles of Incorporation by filing amendments hereto with the Secretary of State
as provided by the Act.
B. The board of directors of the Corporation may file a written application with the Town
Council requesting approval of proposed amendments to these Articles of Incorporation,
specifying in such application the proposed amendments. If the Town Council, by appropriate
Articles of Incorporation—Page 2
resolution, finds and determines that it is advisable that the proposed amendments be made,
authorizes the same be made, and approves the form of the proposed amendments, the board of
directors of the Corporation may proceed to amend these Articles of Incorporation in the manner
provided by the Act.
C. The board of directors of the Corporation shall not have any power to amend these Articles
of Incorporation except in accordance with the procedures established in paragraph B of this
Article.
ARTICLE SEVEN
INITIAL REGISTERED AGENT
The street address of the initial registered office of the Corporation is 100 Municipal Drive,
Trophy Club,Texas 76262, and the initial registered agent at such address is Donna Welsh.
ARTICLE EIGHT
BOARD OF DIRECTORS
The affairs of the Corporation shall be managed by a board of directors which shall be
composed of seven (7) persons appointed by the Town Council, all of who are residents of the
Town and in compliance with the Bylaws. The names and street addresses and date of expiration
of their initial terms as directors, are as follows:
NAMES ADDRESSES DATE OF EXPIRATION OF TERM CLASS OF DIRECTOR
Marshall Engel beck 111 Forest Hill,Trophy Club, 05/21/98 Council Member
Texas
John Carter 2 Round Rock Ct., Trophy 05/21/98 Citizen Member
Club,Texas
Robert Burns 3 Meadow Creek Ct.,Trophy 05/21/98 Citizen Member
Club,Texas
David Garlitz 1 Round Rock Ct., Trophy 05/21/98 Citizen Member
Club,Texas
Pam Cutes 4 Salida Drive, Trophy Club, 09/17/98 Citizen Member
Texas
Dan Heath 19 Meadowbrook, Trophy 09/17/98 Citizen Member
Club,Texas
Terry Christleb 43 Cimmaron Dr., Trophy 09/17/98 Citizen Member
Club,Texas
Each director shall hold office for the term for which the director is appointed unless sooner
removed or resigned. Each director, including the initial directors, shall be eligible for
reappointment. Directors are removable by the Town Council at will and may be removed by the
Town Council at any time without cause, and must be appointed for a term of two (2)years.Any
vacancy occurring on the board of directors through death,resignation or otherwise shall be filled
by appointment by the Town Council to hold office until the expiration of the vacating member's
term.
Articles of Incorporation—Page 3
ARTICLE NINE
INCORPORATOR
The name and street address of each incorporator is:
Amy Skinner William Pollick
17 Monterey Drive 2 Crooked Creek Court
Trophy Club,Texas 76262 Trophy Club,Texas 76262
Pearl 0. Ford
2 Spring Creek Court Trophy Club, Texas 76262
P. 0. Box 381
Roanoke,Texas 76262
ARTICLE TEN
BYLAWS
A. The initial bylaws of the Corporation shall be in the form and substance approved by the
Town Council. Such bylaws shall be adopted by the Corporation's board of directors and shall,
together with these Articles of Incorporation, govern the internal affairs of the Corporation until
and unless amended in accordance with this Article and the Bylaws.
B. Neither the initial bylaws nor any subsequently effective bylaws of the Corporation may
be amended without the consent and approval of the Town Council. The board of directors of the
Corporation shall make application to the Town Council for the approval of any proposed
amendments, but the same shall not become effective unless the same shall be approved by
resolution adopted by the Town Council.
ARTICLE ELEVEN
ALTERING FORM OF CORPORATION; DISSOLUTION
A. The Town Council may,in its sole discretion,and at any time,alter or change the structure,
organization, programs or activities of the Corporation, and it may terminate or dissolve the
Corporation, subject to the provisions of paragraphs Band C of this Article.
B. The Corporation shall not be dissolved, and its business shall not be terminated, by act of
the Town Council or otherwise, so long as the Corporation shall be obligated to pay any bonds,
notes, or other obligations and unless the collection of the sales and use tax authorized by of the
Act is eligible for termination in accordance with the provisions of the Act.
C. No action shall be taken pursuant to paragraphs A and B of this Article or pursuant to
paragraph B of Article Twelve of these Articles, in any manner or at any time that would impair
any contract, lease, right, or other obligation theretofore executed, granted, or incurred by the
Corporation.
Articles of Incorporation—Page 4
ARTICLE TWELVE
DIVIDENDS
A. No dividends shall ever be paid by the Corporation and no part of its net earnings remaining
after payment of its expenses and other obligations shall be distributed to or inure to the benefit of
its directors or officers,or any individual,private firm,or private corporation or association,except
in reasonable amounts for services rendered.
B. If, after the close of any fiscal year, the board of directors shall determine that sufficient
provision has been made for the full payment of all current expenses, together with all amounts
payable on the contracts, agreements, bonds, notes, and other obligations of the Corporation, and
that all of the terms,provisions,and covenants therein have been met,then any net earnings of the
Corporation derived from sources other than the sales and use taxes collected for the account of
the Corporation pursuant to Section 4B of the Act thereafter accruing and lease payments received
in connection with projects financed pursuant to the Act shall be paid to the Town. All sales and
use taxes collected for the account of the Corporation pursuant to the Act, and lease payments and
other revenues received in connection with projects financed pursuant to the Act shall be used
solely for the purposes permitted by the Act.
C. If the Corporation ever should be dissolved when it has,or is entitled to,any interest in any
funds or property of any kind, real, personal or mixed, such funds or property rights thereto shall
not be transferred to private ownership, but shall be transferred and delivered to the Town after
satisfaction or provision for satisfaction of all debts,claims, and contractual obligations,including
any contractual obligations granting rights of purchase of property of the Corporation.
D. No part of the Corporation's activities shall consist of the carrying on of propaganda, or
otherwise attempting to influence legislation, and the Corporation shall not participate in any
political campaign of or in opposition to any candidate for public office.
ARTICLE THIRTEEN
INDEMNIFICATION
The Corporation may indemnify a person who was,is,or is threatened to be made a named
defendant or respondent in litigation or other proceedings because the person is or was a director
or officer of the Corporation for expenses and costs (including attorneys' fees) actually and
necessarily incurred by him in connection with any claim asserted against him by action in court
or otherwise by reason of his being or having been such director or officer, except in relation to
matters as to which he shall have been guilty of negligence or misconduct in respect of the matter
in which indemnity is sought. As provided in the bylaws, the Board of Directors shall have the
power to define the requirements and limitations for the Corporation to indemnify directors and
officers,whether present or former, of the Corporation.
Articles of Incorporation—Page 5
ARTICLE FOURTEEN
ACTION BY UNANIMOUS WRITTEN CONSENT
Action may be taken by the board of directors without a meeting if a consent in writing,
setting forth the action to be taken, shall be signed by all of the directors, and such written consent
shall have the same force and effect as a unanimous vote of the directors. Each written consent
must bear the date of signature of each person signing it.A consent signed by less than all of the
directors or committee members is not effective to take the intended action. Delivery must be made
by hand, or by certified or registered mail, return receipt requested. The delivery may be made to
the Corporation's registered office, and addressed to the president or principal executive officer.
ARTICLE FIFTEEN
AUTHORIZATION BY TOWN
The Town has specifically authorized the Corporation by resolution to act on its behalf to
further the public purposes stated in said resolution and in these Articles of Incorporation and the
Town has by said resolution approved these Articles of Incorporation.A copy of said resolution is
on file among the permanent public records of the Town and the Corporation.
P S N
ECO C DEVELOPMENT CORPORATION
STATE OF TEXAS §
COUNTY OF TARRANT §
Before me, Ta. I'1'11-1,1 Di' o rl , on this day personally appeared
�jKx\ 1 TQ rt r1 , known to me (or proved to me on the oath of or through
(description of identity card or other document) to be the person whose name is subscribed to the
foregoing instrument and acknowledged to me that he executed the same for the purposes and
consideration therein expressed.
Given under my hand and seal of office this 2CZ day of MA_rch. ).Dc _1-4
TAMMY DIXON
! trsTe9
-1-Ni•-r10
4:31 Notary IC 121
Notary Public's Sill e
Approved:
EDC 2/27/24 Resolution #EDC 2024-01
Articles of Incorporation-Page 6 Town Council 3/25/24 Resolution #2024-03