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HomeMy WebLinkAbout24-668RESOLUTION NO. 24-668 A RESOLUTION OF THE CITY OF DENTON, TEXAS, AUTHORIZING AND APPROVING THE CREATION OF DENTON PUBLIC FACILITY CORPORATION, A PUBLIC FACILITY CORPORATION, PURSUANT TO CHAPTER 303 OF THE TEXAS LOCAL GOVERNMENT CODE: APPROVING THE ARTICLES OF INCORPORATION; APPROVING THE INITLAL BYLAWS FOR THE CORPORATION; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton, Texas (the “City”) desires to create Denton Public Facility Corporation (“DPFC”) as a public facility corporation pursuant to Chapter 303 of the Texas Local Government Code, as amended (“Act”); and WHEREAS, the purpose of the DPFC will be to provide for the financing, refinancing, acquisition, and construction of public facilities as defined in Section 303.003 of the Act, including, but not limited to, multifamily housing; and WHEREAS, the City Council of the City (“City Council”) has determined that it is in the public interest and to the benefit of the citizens of the State of Texas and the residents of the City to create the DPFC to finance, refinance, or provide for the costs of public facilities to be created in the City, as provided under Section 303.023 of the Act; and WHEREAS, the City Council has considered the Articles of Incorporation and the Bylaws proposed to be used in organizing the DPFC and has found and determined that they are in proper form and content and should be approved; and WHEREAS, the City Council has reviewed the foregoing and determined that the creation of DPFC should be approved and authorized; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES : SECTION 1. The findings and recitations contained in the preamble of this Ordinance are found to be true and incorporated herein by reference. SECTION 2. That the City Council hereby authorizes and approves the creation of DPFC to act on behalf of the City as a public facility corporation under the Act pursuant to the terms of its Articles of Incorporation and Bylaws. SECTION 3. That the Articles of Incorporation of the DPFC, attached hereto as Exhibit “A”, and to be filed with the Secretary of State of the State of Texas is hereby approved and ratified. SECTION 4. That the form of Bylaws, attached hereto as Exhibit “B”, are approved to be adopted as the Bylaws of the DPFC . SECTION 5. That the City Manager or their designee is hereby authorized and directed to take such further action necessary or proper in furtherance of the creation of DPFC and the adoption of the Bylaws, including filing the Articles of Incorporation with the Texas Secretary of State and calling an organizational meeting of the initial directors of DPFC, as the City Manager or their designee shall deem to be necessary or desirable, and all acts heretofore taken by the City Manager to such end are hereby expressly ratified and confirmed as the acts and deeds of the City. SECTION 6. This Resolution shall be effective as of its date of approval and passage by City Council. The motio„ to approve this Resolution was made by el r:) Ld 2' Hi ,nd seconded by G ,r,MJ _ \qb J J fr+ h , the Resolution was passed and approved by the following vote U - 3 Aye Nay Abstain Absent Mayor Gerard Hudspeth:,/ ,/Vicki Byrd, District 1 : Brian Beck. District 2: Paul Meltzer. District 3 :./ ../ Joe Holland. District 4:L/ Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: PASSED AND APPROVED this the 16+h dayof Ql , 2024 /e UDSFi-TII. MAYOR ATTEST: LAUREN THODEN, CITY SECRETARY CyCLUL£r-_ J+WdM APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY g.*K'%Scott Bray 2024.04.09 10:22:05 -05'OO'BY: Denton Public Facility Corporation Page 1 of 5 Articles of Incorporation Adopted: April 16, 2024 by Resolution No. 24-668 EXHIBIT A ARTICLES OF INCORPORATION OF DENTON PUBLIC FACILITY CORPORATION A Texas Public Facility Corporation and Instrumentality of The City of Denton We, the undersigned natural persons, each of whom is at least eighteen years of age, citizens of the State of Texas, and residents of the City of Denton, Texas (the “City”), acting as the incorporators of a public nonprofit corporation under the Public Facility Corporation Act, as amended, Chapter 303, Texas Local Government Code (“Act”) with the approval of the City Council of the City, as evidenced by the resolution attached hereto as Exhibit “A” and made a part of these Articles of Incorporation for all purposes, do hereby adopt the following Articles of Incorporation for the Denton Public Facility Corporation (the “Corporation”): ARTICLE 1 - NAME The name of the Corporation is “Denton Public Facility Corporation”. ARTICLE 2 - ORGANIZATION The Corporation is a nonprofit public corporation. ARTICLE 3 - DURATION Subject to the provisions of Article Thirteen hereof, the period of duration of the Corporation is perpetual. ARTICLE 4 - PURPOSE AND LIMITATIONS 4.1. The Corporation is organized exclusively for the purpose of assisting the City in financing, refinancing or providing public facilities. The Corporation shall have and possess the broadest possible powers to finance obligations issued or incurred in accordance with existing law, to provide for the acquisition, construction, rehabilitation, renovation, repair, equipping, furnishing and placement in service of public facilities of the City under the terms of the Act. The Corporation is authorized to issue “bonds” as defined and permitted by the Act on behalf of the City; provided, however, no bonds, notes, interim certificates, or other evidence of indebtedness may be issued by the Corporation unless such bonds are first approved by resolution of the City. The Corporation is a public corporation and a public instrumentality as defined by the United States Treasury Department and the rulings of the Internal Revenue Service prescribed and promulgated pursuant to the Internal Revenue Code of 1986, as amended. The Corporation is authorized to act on behalf of the City as provided in these Articles of Incorporation. DocuSign Envelope ID: 86981524-C7DA-40F8-9B8D-EF54789C8628 Denton Public Facility Corporation Page 2 of 5 Articles of Incorporation Adopted: April 16, 2024 by Resolution No. 24-668 4.2. In the fulfillment of its corporate purpose, the Corporation shall have and may exercise the powers described in section 4.1 of this Article, together with all of the other powers granted to corporations that are incorporated under the Act, and to the extent not in conflict with the Act or these Articles, 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 to nonprofit corporations under the Texas Business Organizations Code or any other applicable laws of the State. 4.3. The Corporation shall have the purposes and powers permitted by the Act, but the Corporation does not have, and shall not exercise the powers of sovereignty of the City, including the power to tax, eminent domain, or police power. 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. 4.4. No bonds or other obligations, contracts, or agreements of the Corporation are or shall ever be deemed to be or constitute the contracts, agreements, bonds, 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, the City, or any other political corporation, subdivision or agency of the State, or a pledge of the faith and credit of any of them. Any and all of such contracts, agreements, bonds or 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 the Act and from such other sources as may be otherwise lawfully available and belonging to the Corporation from time to time. 4.5. The City, in its sole discretion and by resolution passed by its City Council, may alter the Corporation’s structure, name, organization, programs, or activities; consistent with the Act and subject to limitations provided by law relating to the impairment of contracts entered into by the Corporation. ARTICLE 5 - FINANCING 5.1. Before the consummation of the sale and delivery of any bonds, the Corporation shall obtain approval by the City, evidenced by the adoption of a written resolution. 5.2. In the exercise of the powers of the Corporation, the Corporation may enter into loan, lease, trust, or other agreements as authorized by the Act that are necessary and appropriate to the fulfillment of the public purpose of the Corporation, all of which agreements (and the specific uses, and the method of withdrawals and expenditure of the proceeds of the bonds) must be approved by written resolution of the City. ARTICLE 6 - MEMBERS The Corporation has no members and is a non-stock corporation. DocuSign Envelope ID: 86981524-C7DA-40F8-9B8D-EF54789C8628 Denton Public Facility Corporation Page 3 of 5 Articles of Incorporation Adopted: April 16, 2024 by Resolution No. 24-668 ARTICLE 7 - AMENDMENTS These Articles of Incorporation may be amended at any time as provided in the Act to make any changes and add any provisions that might have been included in the Articles of Incorporation in the first instance. Any amendment may be accomplished in either of the following manners: (a) The members of the board of directors of the Corporation shall file with the City a written application requesting approval of the amendments to the Articles of Incorporation, specifying in such application the amendments proposed to be made. The City shall consider such application and, if it shall, by appropriate resolution, duly find and determine that it is advisable that the proposed amendments be made, it shall approve the form of the proposed amendments. The board of directors of the Corporation may then amend the Articles of Incorporation by adopting such amendment at a meeting of the board of directors. The Corporation’s president or vice president and the secretary of the City shall execute the amendment on behalf of the Corporation. The amendment and a certified copy of the resolution of the City shall be delivered to the Secretary of State as required by the Act; or (b) The City may, at its sole discretion, and at any time, amend these Articles of Incorporation and alter or change the structure, name, organization, programs or activities of the Corporation, or terminate or dissolve the Corporation (subject to the provisions of the Act) by resolution or as otherwise provided in the Act. ARTICLE 8 - ADDRESS The street address of the initial registered office of the Corporation is 215 E McKinney St, Denton, TX 76201, and the name of its initial registered agent at that address is Lauren Thoden. ARTICLE 9 - BOARD OF DIRECTORS 9.1. The affairs of the Corporation shall be managed by a board of directors which shall be composed entirely of persons appointed by the City Council of the City of Denton. Except for the initial number and terms of office set forth herein, the number of directors and the terms of office of the directors shall be fixed by the bylaws of the Corporation. A majority of the entire membership of the board of directors, including any vacancies, is a quorum. The board of directors shall conduct all meetings within the boundaries of the City. 9.2. The number of directors on the initial board of directors is seven (7). The names and street addresses of the persons who are to serve as the initial directors are as follows: NAMES ADDRESSES Gerard Hudspeth 215 E McKinney St, Denton, TX 76201 Vicki Byrd 215 E McKinney St, Denton, TX 76201 DocuSign Envelope ID: 86981524-C7DA-40F8-9B8D-EF54789C8628 Denton Public Facility Corporation Page 4 of 5 Articles of Incorporation Adopted: April 16, 2024 by Resolution No. 24-668 Brian Beck 215 E McKinney St, Denton, TX 76201 Paul Meltzer 215 E McKinney St, Denton, TX 76201 Joe Holland 215 E McKinney St, Denton, TX 76201 Brandon Chase McGee 215 E McKinney St, Denton, TX 76201 Chris Watts 215 E McKinney St, Denton, TX 76201 9.3. The board of directors shall elect a president, treasurer, secretary, and any other officers that the Corporation considers necessary, if any, to serve as executive officers of the Corporation, as more specifically provided in the Corporation’s bylaws. 9.4. Meetings of the board of directors are subject to the Texas Open Meetings Act, Texas Government Code, Chapter 551, and the Corporation is subject to the Texas Public Information Act, Texas Government Code, Chapter 552. 9.5. Any director or officer may resign at any time and a successor shall be appointed in accordance with the procedures set forth in the Bylaws. ARTICLE 10 - BYLAWS The initial bylaws of the Corporation shall be adopted by the Corporation’s board of directors and shall, together with these Articles of Incorporation, govern the initial affairs of the Corporation until and unless amended in accordance with the provisions of the Act and these Articles of Incorporation. The bylaws and each amendment and repeal of the bylaws must be approved by the City by resolution. ARTICLE 11 - INCORPORATOR The name and street address the incorporator of this company is: Sara Hensley 215 E. McKinney St. Denton, TX 76201 ARTICLE 12 - CITY APPROVAL 12.1. The City has specifically authorized the Corporation by resolution to act on its behalf to further the public purposes stated in these Articles of Incorporation, and the City has, by resolution dated April 16, 2024, approved these Articles of Incorporation. A copy of this resolution is on file among the permanent public records of the City and the Corporation. 12.2. The City is the Corporation’s “Sponsor” (as defined by the Act) and has caused this Corporation to be created. The address of the City is 215 E McKinney St, Denton, TX 76201. DocuSign Envelope ID: 86981524-C7DA-40F8-9B8D-EF54789C8628 Denton Public Facility Corporation Page 5 of 5 Articles of Incorporation Adopted: April 16, 2024 by Resolution No. 24-668 ARTICLE 13 - TERMINATION The City may, by written resolution, authorize and direct the termination of the Corporation. However, the Corporation shall not be terminated, and its business shall not be terminated, by act of the City or otherwise, so long as the Corporation is obligated to pay any bonds or obligations or the Corporation has not made adequate provision for the payment or discharge of the same. IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation as of _____________ , 2024. __________________________ Sara Hensley, Incorporator DocuSign Envelope ID: 86981524-C7DA-40F8-9B8D-EF54789C8628 4/29/2024