RES 1996-14TOWN OF TROPHY CLUB, TEXAS
RESOLUTION NO. 9 6 -14
A RESOLUTION OF THE TOWN COUNCIL OF THE
TOWN OF TROPHY CLUB, TEXAS APPROVING THE
ARTICLES OF INCORPORATION OF THE TROPHY CLUB
ECONOMIC DEVELOPMENT CORPORATION;
AUTHORIZING THE TOWN SECRETARY TO FILE THE
ARTICLES WITH THE SECRETARY OF STATE;
PROVIDING AN EFFECTIVE DATE.
WHEREAS, a majority of the qualified voters voting at the May 4, 1996 Town of
Trophy Club, Texas election voted for the imposition within the Town of a one-half of one
percent (1/2%) sales and use tax (the "tax") to be used for those purposes set forth in and in
accordance with Section 4B of article 5190.6, V.T.C.S., the Development Corporation Act of
1979 (the "Act"); and
WHEREAS, pursuant to Section 4(a) of the Act, an Application for Creation of Trophy
Club Economic Development Corporation (attached hereto as Exhibit A) was filed with the
Town requesting that the Town Council authorize the creation of a corporation to administer the
tax and to act on behalf of the Town; and
WHEREAS, proposed articles of incorporation of the corporation are attached hereto as
Exhibit B; and
WHEREAS, the Town Council does hereby find and determine that it is advisable that
the corporation be authorized and created.
NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE
TOWN OF TROPHY CLUB, TEXAS:
Section 1. Incorporation of premises. The above and foregoing premises are true and
correct and are incorporated herein and made a part hereof for all purposes.
Section 2. Authorization to create corporation. The Town Council does hereby
authorize the creation of the Trophy Club Economic Development Corporation and approve the
Corporation's proposed articles of incorporation (Exhibit B). The Town Secretary is hereby
directed to take all steps necessary to file the articles of incorporation with the Texas Secretary
of State.
Section 3. Effective date. This Resolution shall take effect from and after its date of
adoption.
PASSED AND APPROVED by the Town Council of the Town of Trophy Club, Texas
this the 21st day of May , 1996.
Mayo , Town of Trop Club, Texas
ATTEST:
il'?, q / �' " I -
Town Secretary,
Town of Trophy Club, Texas
[SEAL]
To rney
Town Trophy Club, Texas
APPLICATION FOR CREA'T'ION OF
TROPHY CLUB ECONOMIC DEVELOPMENT CORPORATIOONb
WHEREAS, a majority of the qualified voters voting at the May �, 1996 Town of
Trophy Club, Texas election voted for the imposition within the Town of a one-half of one
percent (1/2%) sales and use tax (the "tax") to be used for those purposes set forth in and in
accordance with Section 4B of article 5190.6, V.T.C.S., the Development Corporation Act of
1979; and
WHEREAS, Section 4(a) of the Act provides that at least three qualified electors of the
Town, being at least 18 years of age, may file an application with the Town Council requesting
the creation of a corporation to admininster the tax and to act on behalf of the Town.
NOW, THEREFORE, we, the undersigned natural persons, not less than three in
number and each of whom is at least 18 years of age and a qualified elector of the Town of
Trophy Club, Texas do hereby request that the Town Council of the Town of Trophy Club,
Texas adopt a resolution authorizing and approving the creation of a corporation to act on behalf
of the Town in administering the tax.
FILED with the Town Secretary of the Town of Trophy Club, Texas on this the 21 s t
day of may , 1996.
4MJ;b�
I V (signature)
Am��ner-
(typed or printed name)
(signature)
(typed or printed name)
(signature)
(typed or printed name)
ARTICLES OF INCORPORATION
M
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 of 1979,
Tex. Rev. Civ. Stat. Ann. art. 5190.6, 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
governed by Section 4B of 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 and
as defined in Section 4B of 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,
ARTICLES OF INCORPORATION - Page I of 7
DOC N: 373773
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.
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 corporations that are incorporated under the Act and that are governed by
Section 4B thereof, 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
Texas Non -Profit Corporation Act, Tex. Rev. Civ. Stat. Ann., article 1396-1.01, et seq., as
amended.
D. The Corporation is a corporation having the purposes and powers permitted by
the Act pursuant to the authority granted in Article III, 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 Section 4B 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 Section 4B of the 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.
ARTICLES OF INCORPORATION - Page 2 of 7
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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 Section 17(b) of 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
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
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. At least three (3) members of the board of directors shall be persons who are not
members of the Town Council and who are not employees or officers of the Town (the
"Citizenmember Class"). No more than two (2) members of the board of directors shall be
members of the Town Council (the "Councilmember Class"). The names and street addresses
and date of expiration of their initial terms as directors, are as follows:
ARTICLES OF INCORPORATION - Page 3 of 7
DOC k: 373773
NAMES
ADDRESSES DATE OF
EXPIRATION OF
TERM
CLASS OF
DIRECTOR
Marshall
111 Forest Hill 05/21/98
Council
Member -
John Carter
2 Round Rock Ct.
3 Meadow Crk rt
Ch4irman
b
David
1 Round Rock rt
Member
ittee
ttee
ttee
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.
If a director of the Councilmember Class shall cease to be a member of the Town Council, such
event shall constitute an automatic resignation as a director and such vacancy shall be filled in
the same manner as for other vacancies of the same class. 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.
ARTICLE NINE
INCORPORATOR
The name and street address of each incorporator is:
Amy Skinner William Poliick
17 Monterey Drive 2 Crnnkar3 Creek rniirt
Trnp by CI Iih_, Texas 7hgtig Trop hyClub, T®Yas 76262
Pearl n Pnrd
2 Spring Creek Court
Trophy Club, Texas 76262
P.O.Box 381
Roanoke, Texas 76262
KV111TWAUM
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.
ARTICLES OF INCORPORATION - Page 4 of 7
DOC M: 373773
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 B and 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 Section 4B of the Act is eligible for termination in accordance with the provisions
of Section 4B(i) 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.
ARTICLE TWELVE
101 kyj 11 1
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 Section 4B of the
Act shall be paid to the Town. All sales and use taxes collected for the account of the
Corporation pursuant to Section 4B of the Act, and lease payments and other revenues received
in connection with projects financed pursuant to Section 4B of the Act shall be used solely for
the purposes permitted by Section 4B of the Act.
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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.
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.
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DOC #: 373773
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.
� u1la
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Mrs
Gas I u
INCORPORATORS
STATE OF TEXAS §
COUNTY OF DENTON §
BEFORE ME, the u ersigned Notary Public in and for said County and State, on this
— day of 1996, personall appeared before me
m �� r� a .or , and
p % , 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 and correct.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year last
above written.
CATHY M. MORGAS
Notary Public
State of Texas
Sept. 30 1997
ARTICLES OF INCORPORATION - Page 7 of 7
DOC M: 373773
MAITIANTAMM
uERTIt_ICAliON
THIS WILL GER TIFY THAT THE ATTACHED IS A TRUE AND
u ---RR—C;-!- C_-PY I_ RE_ — UTI _-N -6-14 A P -'R--- 1 - --HE ART lu'_-LES --OF
�_ u 6UL iiU �j H uv Nu I
INGORPOR-ATION O;F_ THE TOMN OF TROPHY CLUB F(;0NlJMIu-_- DEVELOPMENT
CORPORATION.
10 CERTIFY WHICH I HEREBY SET My HAND AND SEAL OF
TOWN '-OF TROPHY CLUB, TEXAS THIS THE 2 -WH DAY OF JUNE 1996.
KAREN SADRI, TOWN SECRETARY
--OWN OF TROPHY CLUB, TEXAS
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