19-610SALega1\C ur Documents\Ordinances\19\DASF Ordinance - SN edits C- EAN.dac
WHEREAS, the City owns and maintains the Linda McNatt Animal Care a
i
Adoption Center and an Animal Services Division and provides activities, programs, projec
r ! •'
WHEREAS, the City and Denton Animal Support Foundation, ("Foundation"), provi
and make available certain services and benefits to each other; and I
Denton
WHEREAS, the Animal Services Division, It is •1 division of
City of Denton, whose mission is to promote animalto provide for the shelter and cal
*f stray animals, to provide for reunification with owners and adoption of animals; and
other
WHEREAS, providing quality animal adoption, care, and welfare programs to meet the
needs and the expectations of Denton's citizens often costs more than City tax monies ani
revenues can provide, a • it is at _ necessary forD to obtain fun• •' outside
private sources to augment the annual operating budget of the DASD to assure that the DASD
fulfills its mission; • 1
WHEREAS, the Foundation was formed on April 17, 2006, and was chartered as a
Texas non-profit • •# . # • • is duly qualified by R as • Sectionnon-profit.
The Articles of Association of the Foundation set forth its purpose as being a non -policy
making and non-profit organization to maintain an association of persons interested in
promoting the programs of the DASD, including its animal adoption, animal medical care,
shelter operations, and education animal welfare programs to the citizens of Denton. The
Foundation was initially formed for the purpose of supporting the activities, programs, and
facilities of the DASD, as well as the public education on animal welfare; and
WHEREAS, the Foundation was organized as a non-profit organization whose vision is
to provide a comprehensive approach to animal welfare that provides for the humane treatment
of all Denton area domestic pets and for every adoptable shelter animal to have a home. The
Foundation supports the Linda McNatt Animal Care and Adoption Center and other animal
initiatives through: 1) fundraising for adoption, medical, and other programs; 2) marketing and
[�ublic awareness; and 3) educational programs promoting animal welfare; and M
WHEREAS, the Foundation has engaged in fundraising activities for the benefit of
1P,enton Animal Services Division, and the continuation of these activities is valuable to the City
*f DentonAnimal Services Division in promoting adoption services . • programs; and
WHEREAS, the Foundation desires to continue to support current and future animal
adoption services and programs, financially and through other resources, materials, and
equipment; and
WHEREAS, DASD and the Foundation desire to ratify and approve for the future, what
their respective roles, responsibilities, rights, and obligations are, to each other in this
relationship; and
WHEREAS, the City Council has found and determined that the Agreement is in the
public interest; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings and recitations contained in the preamble of this ordinance are
incorporated herein by reference.
SECTION 2. The Denton Animal Support Foundation Agreement attached hereto is
approved and the City Manager, or his designee, is authorized to execute the Agreement on behalf
of the City of Denton.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
°l he iiiotioii to approve (his or clajl�,ajice. was rntdc by i !'.... � � � � `�`'. acid
seeamlecl byr°�P ^P� w the ordinance was passed and approved by
the f Ilowle:,ig vole - =" -_�.J.,
Aye Nay Abstain Absent
Chris Watts, Mayor:
Gerard Hudspeth, District 1:
Keely G. Briggs, District 2:
Don Duff, District 3:,.
John Ryan, District 4:
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6:
/ �'� °�� .�,"�. -
PASSED AND APPROVED this the �"� � _ day of � --- 2019. ,
Page 2
ATTEST:
ROSA RIOS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: 72.�
Page 3
S:Uegahoor documentslcontracts1a91dasf
STATE OF TEXAS §
COUNTY OF DENTON §
AGREEMENT BETWEEN
THE CITY OF ,,
THIS AGREEMENT fl N is made and entered into as of the �,'� �.�;r'�
_ � ' day ta'1'
2019, between the t,"ity of I eraton, a home rule inu.nicipal corporaation, her iraai :ea . elerrc l to as
the "City," and the Denton Animal Support; Foundation, a Texas nonprofit corporation, hereinafter
referred to as the "Foundation."
W111M""REAS, the City and the Foundation provide and make available certain services
and benefl s to each other; and
WlllEREA.S, the City owras and n°.mintains the Lindaa. IvIcNatt Animal (.'.are and Adoption
Center and an Anitnal Services Division and provides activities, programs, projects, and
initiatives (c011ectively, "/\,i inaral Services"); and
WHEREAS, the Denton Animal Services Division, ("DASD"), is a division of the
City of Denton, whose mission is to prop otc animal welfare, to provide for the shelter and care
of stray animals, to provide for reunification witl'a owners and adoption of animals; and
VVMIZE'AS, providing quality animal adoption, care, and welfare programs to meet the
needs and the expcctaations of Denton's citizens often costs more than City tax monies and other
revenues uut provide, and it is at, tirnes necessary for DASD to obtain funds from outside private
sources to augment the aaarlUa[ operating; budget of the DASD to assure that the DASD fulfills
its ni.k.,ision; and
WHEREAS, the Foundation was formed on April 17, 2006, and was chartered as a Texas
non-profit corporation, and is duly qualified by the IRS as a Section 501(c)(3) non-profit. The
Articles of Association of the Foundation set forth its purpose as being a non -policy making and
non-profit organization to maintain an association of persons interested in promoting the programs
of the DASD, including its animal adoption, animal medical care, shelter operations, and education
animal welfare programs to the citizens of Denton. The Foundation was initially formed for the
purpose of supporting the activities, programs, and facilities of the DASD, as well as public
education on animal welfare; and
IMEREAS, the Foundation was organized as a non-profit organization whose vision
to provide a comprehensive approach to animal welfare that provides for the humane treatment
all Denton area domestic pets, and for every adoptable shelter animal to have a home. T
Foundation supports the Linda McNatt Animal Care and Adoption Center and other anim'
initiatives through: 1) fundraising for adoption, medical, and other programs; 2) marketing ans
public awareness; and 3) educational programs promoting animal welfare; and
WHEREAS, the Foundation has the power to receive gifts, endowments, and bequests th
may benefit the City of Denton Animal Services Division, support and cooperate with City
Denton Animal Services Division in promoting animal adoption services and programs; and
WHEREAS, the Foundation desires to support current and future animal adoption smice
and programs financially, and through other resources, materials, and equipment; and
WHEREAS, the Foundation has the power to make payments and distributions i
6urtherance of the purposes as set forth in its Certificate of Formation, a copy of which is attache
hereto as Exhibit A; and I
ITA' CA REAS, the receipt and disbursement of all funds of the Foundation will be done
within the limits specified in the Foundation bylaws; and
WHEREAS, DASD and the Foundation are committed to operating with full
transparency within their designated roles and consistent with the reasonable expectations of the
public, and adopt this Agreement to serve as the governing document over the functions,
financial relationship, and fimdraising and expenditure of funds on behalf or for the benefit of
DASD and the Foundation, their employees, assets, programs or events; and
WHEREAS, DASD and the Foundation desire to ratify and approve for the future, what
their respective roles, responsibilities, rights, and obligations are, to each other in this
relationship; and
NOW THEREFORE, in consideration of the covenants, promises, terms, and
provisions contained herein, and for the considerations expressed herein, the City and the
Foundation mutually AGREE to the following:
ARTICLE 1.
Koyty—SUIL,
The Foundation represents, acknowledges, warrants, and agrees to perform and providA
the following, with regard to its operation, purpose, and services provided for the benefit of t�&;
City of Denton Animal Services Division:
Purpose. The Foundation was formed and exists to maintain an association of persons
interested in promoting animal welfare programs and the programs of the DASD. Specifically,
the corporation is organized to support the goals and mission of the City of Denton Animal
Shelter and other animal welfare initiatives through: (i) fundraising for new shelter facilities,
programs, and maintenance; (ii) fundraising for animal welfare initiatives in the community; and
(iii) educating the public on animal welfare.
The Foundation is governed by the requirements of the IRS tax code, section 501(c)3,
laws of the State of Texas, and of the local City. The Foundation has always adhered strictly to
all requirements, maintains an independent bookkeeper, independent CPA/Auditor, and an
independent corporate lawyer/registered agent. The Foundation has never had claims against it
or any disputes. The Foundation has a governing Board of Directors (non -compensated) who
control all aspects of the Foundation. The Foundation maintains its own programs and disburses
grant funds to the City animal shelter, as well as other initiatives.
(1) Mission. The Foundation will support the activities, programs and facilities of
DASD. The Foundation mission is determined solely by the governing
Foundation Board of Directors.
(2) Independent. The Foundation operates as a federal tax-exempt public
charity/legal entity which is separate from the City. This Agreement does not in
any way constitute a joint venture or create a principal -agent relationship between
the City and the Foundation. Neither party will assert control over the operations
of the other party.
(3) Charitable Organization. The Foundation has been established as a tax-exempt
corporation formed under the laws of the State of Texas, and shall maintain its
status as a tax-exempt 501(c)(3) charitable organization under state and federal
law, to ensure that donations to the Foundation may qualify as deductible,
charitable contributions for its donors.
(4) Fundraising. The Foundation designs, formulates, and executes fundraising
activities to secure, administer, and provide funds, property, services, or other
benefits to the DASD, in accordance with following procedures and requirements:
a. The Foundation plans and implements fundraising activities, marketing,
and awareness campaigns as determined by the Foundation Board of
Directors.
b. Any fundraising efforts of the Foundation to benefit the DASD do not
prevent or limit the Foundation from supporting and fundraising on
behalf of other non -City entities.
c. The Foundation shall acknowledge all gifts with appropriate receipts and
correspondence in accordance with IRS requirements, and as determined
by the Foundation Board of Directors.
Page 3 of 13
d. A dotiation ofinoney or iaa-kiard support frorai tlle City to t1:c 17(-�Lirada.tio n,
oa the irasGIllartiorl, ot` a C"OLLndation project at ale DASD, shell ortl.y be
:authorized hi accordance with aservice agl-eCITILr)t appr(wed by the
l)ea°aton City 101:1:ricil.
e. The. 1"otuidaation array, at its discretion, per f,"onn such other reasonably
necessary undraisirig functions aarad activities which the 0A.81 cannot
provide itself.
(5) Administration. The Foundation administers funds, property, services, or other
benefits in accordance with following procedures and requirements:
The Foundation shall administer and invest funds it receives for the
benefit of the DASD in accordance with the Foundation Board approved
Gift Acceptance Policy and the Foundation Board approved Investment
Policy. The Foundation shall function essentially as a fiduciary entity
on behalf of the donor of a gift, and on behalf of the DASD program
or activity to be funded or benefited by the gift, to ensure the funds are
used for the intended purpose of the donor, as required by the IRS.
(6) Disbursements. The Foundation administers disbursements of funds, property,
services, or other benefits in accordance with following procedures and
requirements:
a. Funds are given to the City as grants, which have been requested in
writing by the City and reviewed by the Foundation Board. If the
Foundation Board agrees and funds are available, the grant will be made.
Every grant is documented by a Memorandum of Understanding (MOU)
to be executed in the form attached as Exhibit B; and documentation of
use of funds must be provided to the Foundation.
b. Disbursements from Foundation accounts, and any distribution of
property or services provided to the DASD by the Foundation, will be
supervised by the Foundation's Board of Directors.
c. Adoption subsidy disbursements for the adoption fees of animals shall be
at the discretion of shelter management, as detailed in the DASF Adoption
Subsidy Program approved by the Foundation Board of Directors. The
City will acknowledge receipt of funds by execution of the grant MOU
using the form attached as Exhibit B.
d. Additionally, the Foundation may consider a list of needs provided by
DASD on an annual basis and may choose to make other disbursements
based on these needs.
Page 4 of 13
e. Grant funds will be distributed to the City by check payable to the City of
Denton Animal Services. Said funds must be delivered to the City
Manager or his/her designee.
(7) Conflict of Interest. The Foundation covenants that:
a. Neither it nor any member of its governing body presently has any interest,
direct or indirect, which would conflict in any manner or degree with the
performance of services required to be performed under this Agreement.
b. In the performance of this Agreement, no person having such interest shall
be employed or appointed as a member of its governing body,
c. No member of its governing body or its staff, subcontractors, or employees
shall possess any interest in or use his/her position for a purpose that is or
gives the appearance of being motivated by desire for private gain for
himself/herself, or others; particularly those with which he/she has family,
business, or other ties.
d. No officer, member, or employee of City, and no member of its governing
body who exercises any function or responsibilities in the review or
approval of the undertaking or carrying out of this Agreement, shall
participate in any decision relating to the Agreement which affects his/her
personal interest or the interest in any corporation, partnership, or
foundation in which he/she has direct or indirect interest.
e, It shall perform annual conflict of interest disclosures for its Board of
Directors that identifies business relationships and family.
I.1-131 �1/��fi
The City of Denton, through its Animal Services Division, will provide the following
to the Foundation:
(1) Identify projects, initiatives, and other items with which the Foundation may provide
fundraising support in order to complete or purchase.
(2) On an annual basis, DASD will prepare and present a list of projects, initiatives, and
any other operating needs which the Foundation may choose to support and/or fund.
(3) Allow the Foundation to support and fundraise for programs or organizations that are
unaffiliated with the City, as indicated in the charter and mission of the Foundation
and determined by the Foundation's Board of Directors.
Page 5 of 13
(4) A commitment to accept and use gifts from the Foundation, in accordance with the
Foundation's and the respective donors' wishes.
(5) Provide facilities for board meetings of the Foundation, consistent with the intended
public use of other City facilities such as the Sherman Training and Community Room
at the shelter.
(6) DASD will maintain the Facility in good working order.
(7) DASD shall provide a written list documenting the animal adoptions which were
subsidized according to all requirements of the grant MOU form attached hereto as
Exhibit B.
(8) Provide arrangements and facilities for the annual fundraisers for the Foundation, and
any other special events hosted by the Foundation, which benefit the DASD and the
community.
(9) Compliance with the City's Ethics Ordinance, as amended.
ARTICLE LE III.
To the extent allowed by state law, this Agreement shall be effective from the
execution date, and shall remain in full force and effect until September 30, 2024. The City
or Foundation shall have the right to terminate the Agreement, in whole or in part, without
cause, any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice
of termination, the Foundation shall promptly cease all further work pursuant to the
Agreement, with such exceptions, if any, specified in the notice of termination.
a TICI,, w. IV.
I Rkl 441 WNI N 0
The following is a list of representations, assurances, understanding, policies, procedures and
agreements regarding the roles, relationship, and functions of the City and the Foundation in
their working relationship, pursuant to this Agreement:
A. The City owns the DASD and any fixture located in the DASD. In the absence of an
agreement providing otherwise, title to any fixture donated by the Foundation to the City and
installed in the DASD, shall vest in the City upon completion of construction or installation
and acceptance by the City.
Page 6 of 13
B. The City has exclusive authority to make all decisions regarding the DASD.
C. The Board of Directors of the Foundation assures the DASD that the activities of the
Foundation related to support for DASD will be in support of the objectives, goals, and
priorities of the DASD, as communicated to it by the City, and the DASD, as amended. The
City assures the Foundation that the resources made available to the DASD by the
Foundation, will be allocated and utilized properly and in accordance with applicable laws,
ordinances, policies, and procedures.
D. Any agreement between the Foundation and City that is not within the scope of the terms of
this Agreement shall receive the prior approval of the City Council. However, MOUs
contemplated by this agreement and executed using the MOU form attached as Exhibit B, do
not need additional approval from Council and may be executed by the City Manager or
his/her designee.
E. The Foundation has no authority to supervise, direct, control, or demand that a City employee
perform any function on behalf of the Foundation. if not otherwise governed by a service
agreement approved by the Denton City Council, a Foundation request for administrative
support of the Foundation by a City employee shall be submitted to the DASD Director, who
shall have discretion to approve such request. All support of the Foundation by a City
employee shall be accounted for as an in -kind contribution of the City to the Foundation.
F. The City shall have the right to oversee all infrastructure and capital improvement work
performed at City owned or controlled property/structures. The City has the right to suspend
or discontinue a Foundation project, improvement, or initiative at City owned or controlled
property/structures, and in such event, shall return any funds donated by the Foundation to
the City for the suspended or discontinued project.
G. All work performed by or on behalf of the Foundation is the responsibility of the Foundation
and not the City. The City shall not be deemed liable for any act, omission, or obligation of
the Foundation. The Foundation shall provide the terms of this Agreement and training
related to the Foundation's obligations under this Agreement to its Board of Directors,
executive director, and any present or future administrative staff.
H. The Foundation may not operate donor or sponsor recognition programs in the DASD, unless
the City Council approves the program or adopts a policy governing such programs, and the
Foundation complies with the policy. The City acknowledges that the donor recognition
plaques, already in place were previously approved by the City, and agrees that they will not
be disturbed unless mutually agreed to by the Foundation and the City.
1. This Agreement does not grant the Foundation a right to use the City's name and trademarks,
J. Any personnel employed by or volunteering on behalf of the Foundation, shall be deemed
employees or volunteers respectively of the Foundation, and shall not be deemed employees
Page 7 of 13
or volunteers of the City. The Foundation shall be responsible for the supervision,
management, and control of such Foundation employees and volunteers, and any payroll,
taxation, or other employment obligation, if any, incident to their work. Any personnel
employed by or volunteering on behalf of the City, shall be deemed employees or volunteers
respectively of the City, and shall not be deemed employees or volunteers of the Foundation.
The City shall be responsible for the supervision, management, and control of such City
employees and volunteers, and any payroll, taxation, or other employment obligation, if any,
incident to their work.
K. DASD employees may attend meetings of the Foundation Board of Directors as guests, upon
invitation of the Foundation Chairman, who controls the meeting agenda.
L. In the event any damage or injury is caused to the equipment or facilities provided by the
City hereunder, by the negligence or improper conduct of the Foundation, its agents,
volunteers, subcontractors, or employees, the Foundation shall cause the said damage or
injury to be repaired as speedily as possible, at its own cost and expense.
M. The Foundation agrees to comply with all City requirements prior to holding any event on
City property. The term "City property" includes but is not limited to, all facilities and
properties owned, managed, leased, or otherwise controlled in whole or part by the City.
Q
Any notice or other written instrument required or permitted to be delivered under the terms
of this Agreement, shall be deemed to have been delivered, whether actually received or not, when
deposited in the United States mail, postage prepaid, registered or certified, return receipt
requested, or via electronic mail, hand -delivery, or facsimile, addressed or sent to Foundation or
City, as the case may be, at the following addresses:
CITY�
City of I)enton
Attn: City Manager
215 E. N4.c.Kiiriney
Detiton,TX 76201
... . ... .. ........ . ................ ....... .......... ....
Denton Aninial Support Foundation
Attn: Chairman.
P.O. Box. 486
Denton, ]FX 76202
............... . .. . .................................... ... ....................
Either party may change its mailing address by sending notice of change of address to the
other at the above address by certified mail, return receipt requested.
ARTICLE VL
The Foundation will comply with the ethics requirements as contained in its bylaws,
drafted by its corporate attorney, and approved by the Foundation Board,
The Chairman of the Foundation shall be the officer responsible for administration of
the Agreeaterit for the Foutuhitiori. The City Manager, (,,)r his/her (1csignee, shall be the City
staff nieniber resj,,)onsible fOr tlie administration of this Agreenient on behalf of the City.
This Agreenient, is, solely belween tl'ic parties and cannot be assigned to another party
without the express, advance written approval of the non -assigning party.
� W
No modification of this Agreement shall be effective unless it is in writing and signed by
both parties to the Agreement.
This Agreement is subject to, governed by, and shall be construed under the laws of
the State of Texas. Venue of any suit or cause of action arising under this Agreement shall
be exclusively in Denton County, Texas.
Page 9 of 13
If any provision of this Agreement is fmaid or dceined by a c�:,)tNrt of coryipctent
jurisdiction to be invalid or unenforceable, it shall be consideicd severable l'rom the retuainder a.wt,
this Agreement, and shall not cause the remainder of this Agreement to be invalid or
unenforceable. In such event, the parties shall reform this Agreement to replace such stricken
provision with a valid and enforceable provision, which comes as close as possible to expressing
the intention of the parties hereto respecting the stricken provision.
This Agreement, together with any attached exhibits constitute the entire understanding
between the City and the Foundation with respect to the subject matter of this Agreement. This
Agreement replaces and supersedes any prior discussions, negotiations, agreements, and
understandings.
Notwithstanding any other provision of this Agreement, if funds for the continued
fulfillment of this Agreement by the City are at any time not forthcoming or are insufficient,
through failure of any entity to appropriate funds or otherwise, then the City will have the right to
terminate this Agreement at no additional cost and with no penalty whatsoever by giving prior
written notice documenting the lack of funding. The City will provide at least thirty (30) days
advance written notice of such termination.
The captions of this Agreement are for informational purposes only, and shall not in
any way affect the substantive terms or conditions of this Agreement.
Page 10of13
IN WITNESS WHEREOF, the City and the Foundation have executed this Agreement
in duplicate original counterparts, the City acting by and through its duly -authorized City
PvImma er, and f,oundation acting ley ,,md tl-jrou lei, its duly -authorized undersigned officer, on this
die o f .._ . %` ww_ ..') l;l i 9 .
Ile
CITY OF DENTON
9 4
i TODD 1I11, E A , CITY MANAGER
ATTEST:
ROSA RIOS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY:
_.__.
DENTON ANIMAL SUPPORT FOUNDATION
BY:�.
BETTE SHERMAN
ITS: CHAIRMAN & CO -POUNDER
Page 11 of 13
Exhibit A
Corporations Section
F.O.Box 13697
Austin, Texas 78711-3697
Office of the Secretary of State
March 03, 2015
Robert J. Widmer Jr
513 West Oak Street
Denton, TX 76201 USA
RE: Denton Animal Support Foundation, Inc.
File Number: 800642084
Coby Shorter, III
Deputy Secretary of State
It has been our pleasure to file the Restated Certificate of Formation for the referenced entity. Enclosed is
the certificate evidencing filing. Payment of the filing fee is acknowledged by this letter.
If we may be of further service at any time, please let us know.
Sincerely,
Corporations Section
Business & Public Filings Division
(512) 463-5555
Enclosure
Come visit us on the internet at http://www.sos.state.tx.usl
Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services
Prepared by: Debbie Gustafson TID: 10323 Document: 594013810002
Corporations Section
-
P.v.Box 13697
Austin, Texas 78711-3697
Office of the Secretary of State
CERTIFICATE OF FILING
OF
Denton Animal Support Foundation, Inc.
800642084
[formerly: Denton Animal Shelter Foundation, Inc.]
Coby Shorter, III
Deputy Secretary of State
The undersigned, as Secretary of State of Texas, hereby certifies that a Restated Certificate of Formation
for the above named domestic nonprofit corporation has been received in this office and has been found
to conform to the applicable provisions of law.
ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the
secretary by law, hereby issues this certificate evidencing filing effective on the date shown below.
Dated; 03/02/2015
Effective: 03/02/2015
� 4zift =
Coby Shorter, III
Deputy Secretary of State
Come visit us on the internet at http.1Avww.sos.s1ate.1x.us/
Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services
Prepared by: Debbie Gustafson TID: 10313 Document: 594013810002
03/02/2015 13:47 9403831304 1 ROBERT J WIDMER JR PAGE 08/13
Form 414.T
(Revised 09/13)
Submit in duplicate to:
Secretary of State
P.O. Sox 13697
Austin, 'f X 78711-3697
512 463-5555
FAX: 5121463-5709
Filing Fee: gee instrue,
The == of the filing entity is:
Restated Certificate of
Formation • '
With New Amendments
Entity Information
spaft m office-
7-FILED
in the: Office of the.
* 1, . "
Denton Animal ShelftrFoundatiort, Inc.
State the name of the entity as currents shown % the records of the secretary of stairs, if the amendment Changes the name
of the amity, stem the old name and not the new name.
The f ling entity is n: (Select tt,e opproosto entity type below,)
❑ For -profit Corporation
❑ ' +a r"eoa l Corporation
® Nonprofit C,orpotation
❑ Proftslonal UmitedLlability Compmy
❑ Coopers IVC Associsilon
❑Profkssiomd Assoewon
❑ G mhod Liability ODmPWW
Cl United Partnership
The file number issued to the filing entity by the secretary of state is: 800642084
The date of formation of the filing entity is: 4/17/2006
Statement of Approval
Each new anneadment has been made in accordance with the provisions of the Texas Busimss
Organizations Code. The smendmems to the certificate of formation and the restated certificate of
formadon have been approved in the manner required by the Code and by the governing documents of
the entity.
Required Statements
The restated certificate of formation, which is attached to this forvn, accurately stehes the text of the
certificate of formation being restated and each amendment to the ca tificate of formation being
restated that is in effect, and as further emended by the restated certificate of formation, The attached
restated certificate of formation does not contain any other change in the certificate of formation being
mstated except for the irfonnation permitted to be oautted by the provisions of the Texas Business
Organintions Code applicable to the filing c atity.
Porn 414 6
03/02/2015 13:47 9403831304 ROBERT J WIDMER JR PAGE 09/13
Effectfvenew of Mag (um wtmuA. B, or a)
A. ® This document becomes effective when the document is filed by the secretary of state.
B. (] This document becomes effective at a later date, which is not more than ninety (90) days from
the date of signing. The delayed effective date is:
C. ❑ This document takes effect upon the occurrence of the ft we event or fact, other than the
passage of time. The 91P day after the date of signing is:
The following event or ffict will cause the document to take effect in the manner desodbed below:
Execution
The undersigned ads that the person designated as registered agent in the restated c e ti Acebe of
:formation has consented to the appointment. The undersigned signs this document subject to the
penalties imposed by law :for the submission of a materially false or fraudulent instrument and
owtifies under penalty of pcljury that the undersigned is authorized under the provisions of law
governinkft entity to execute the filing instrument
Rate: 4__._:' a,..�
Denton l Shelter FTjn!�j�qi� Inc.,
ft, h
Attach the text of the amended and restated certificate of formation to the completed statement form.
Identify the attackm ant as' Restated Certificate of Formation of (Name of Entity]."
Form 414 7
03/02/2015 13:47 9403831304 ROBERT J WIDMER JR PAGE 10/13
EXHIBIT "A"
RESTATED CERTIFICATE OF FORMATION OF DENTON ANIMAL SMELTER
FOUNDATION, INC.
(Filing #: 800642084
Date of Formation: 04117/2006)
ARTICLE L
CORPORATE NAME
The filing entity formed is a nonprofit corporation.. The name of the entity as amended is:
Denton Anal Support Foundation, Inc.
ARTICLE II.
REGISTERED AGENT AND REGISTERED OFFICE
The registered agent is an individual resident of the Stara of Texas whose name is set forth
below:
Robert J. Widmer, Jr.
The business address of the registered agent and the registered office address is;
513 W. Oak St.
Denton, Texas 76201
ARTICLE 111.
MANAGEMENT
Management of the a#Tairs of the corporation is vested in its board of directors. The names and
addresses ofthe persons who are tc serve as directors until their successors are elected and
qualified are and forth below:
Bette Sherman
Rebecca Personett, PhD
Lars Tomlin
P.O. Box 486
P.O. Box 486
P.O. Box 486
Denton, TX 76202
Denton, TX 76202
Denton, TX 76202
Joyce ..._
oy egle, PhD
��
Bfty Adams
. .........
Stephanie Brackeen
F.O. Box 486
P.O. Box 486
P.O. Box 486
Denton, TX 76202
Denton, TX 76202
Denton, TX 76202
Sickle Bruce
Janice Sheppard
Kimberly Truax;
P.O. Box 486
P.O. Box 486
P.O. Box 486
Denton, TX 76202
Denton, TX 76202
Denton, TX 76202
Restated Certificate of Formation of Denton Animal Shelter Foundation, Inc., Page I
03/02/2015 13:47 9403831364 ROBERT J WIDMER JR PAGE 11/13
Woodre L. Wilson
P.O. Box 486
Denton. TX 76202
Lt. Chris Sur
F.Q. Bose 486
Denton. TX I
ARTICLE IV.
ORGANIZATION STRUCTURE
The corporation will not have members.
ARTICLE V.
PURPOSE
The corporation is organized for the following purpose or purposes-,
The corporation is organized and operated exclusively for charitable, religious, educational,
and/or scientific purposes, within the meaning of, Section 501(c)(3) of the Internal Revenue
Code of 1486, as amended, and its Regulations, rulings, or procedures, as it may now exist
or as it may hereafter be amended, and also for the purpose of making distributions to
Organizations that qualify as exempt organizAtions under Section 501(c)(3) of the Internal
Revenue Code of 1"6, as amended, and its Regulations, rulings, or procedures, as it May
now exist or as it may hereafter be amended. Specifically, the corporation is organized to
support the goals and mission of the City ofDenton Animal Shelter through (i) fundraising
for new, shelter facilities, programs, and maintenance (ii) fundraising for aniirnal welfare
initiatives lit, the cottr muanky,, an (iii) educating the public on animal welfare.
ARTICLE VI.
SUPPLEMENTAL PROVISIONSAI FORMATION
Except as this Restated Certificate of Fomation otherwise provides, the corporation has
all the powers provided in the non-profit corporation lavers contained In the Texa.% Business
Organizations Code, Moreover, the corporation has all implied powers necessary and proper to
carry out its express powers.
The corporation y reasonably compensate directors or officers for services randomd to
or for the corporation in furtherance of one or rotors of its purposes, 'Me corporation shall not pay
dividends to its directors or officers, or otherwise acne distributable profits, or perrttit the
reallZation of private gain,. "1 to corporation may not take any action, prohibited by the note -profit
co "on Yaws contained in 'texas Business Organizations Code. The corporation may not
engage in any activities, except to an insubstantial degree, that do not further its purpom as set
fort in this Certifioate of Formation.
l"he corporation shall not take any action that would be inconsistent with the requirements
for tax exemption under Section l(c)() of the Internal Revenue node of 1986, as amended, and
its Regulatior , nilings, or procedures, as it may now exist, or as it may hereaflzr be amended, "Nor
shall it take any action that would be inconsistent with the, requirements for receiving
tax-deductible charitable contributions under Section 170(c)(2) of tlrc Internal Revenue Code of
Restated Certificate of Formation of Denton Animal Shelter Foundation, Inc., Page 2
83/02/2015 13:47 9403831304 ROBERT J WIDMER JR PAGE 12/13
1986, as amended, and its Regulations, rulings, or procedures, as it may now exist or as it may
hereafter be amended. Regardless of any other provision in this Certificate of Formation or state
law, the corporation may not:
1.. Engage In activities or use its assets in manners that do not Airthet one or more exempt
purposes, as set forth in this Certificate of Formation and defined by the Intmtal Revenue Code of
1986, as amended, and Its Regulations, rulings, and procedures, as it may now exist or as it may
hereafter be amended, except to an insubstantial degree;
2. Serve a private interest other than one clearly incidental to an overriding public interest;
3. Devote more than an insubstantial part of its activities to attempting to influence legislation
by propaganda or otherwise, except as provided by the Internal Revenue Code of 1986, as
amended, and its Regulations, rulings, and procedures, as it may now exist or as it may hereafter
be amended;
4. Participate in or intervene in any political campaign on behalf of or in opposition to any
candidate for public office. The prohibited activities include publishing or distributing statements
and any other direct or indirect campaign activities;
5. Have objectives characterizing it as an "action organization" as defined by the Internal
Revenue Code of 1986, as amended, and its Regulations, rulings, and procedutes, as it may now
exist or as it may hereafter be amended;
6. Distribute its assets upon termination and winding up other than for one or more exempt
purposes. Upon termination, the corporation's assets will be distributed to an organization exempt
from traces under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and its
Regulations, rulings, or procedures, as it may now exist or as it may hereafter be amended, to be
used to accomplish the general purposes for which the corporation was organized;
7. Permit any part of the corporation's net earnings to inure to the benefit of any private
shareholder or member of the corporation (to the extent app)i.cable); or
8. Carry on, an unrelated trade or business, except as a, secondary purpose related to the
corporation's primary, exempt purposes.
If the corporation is ever held by the Internal Revenue Service to be a private foundation
under Section 509 of the Internal Revenue Code of 1986, as amended, and its Regulations, pilings,
or procedures, as it may now exist or as it may hereafter be amended, the corporation shall
distribute its income for each taxable year at such. time and in such manner as not to become subject
to tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1986, as
amended, and its Regulations, rulings, or procedures, as it may now exist or as it may hereafter be
amended. In addition, the corporation may not:
1. Engage in any act of self' dealing as defined in Section 4941(d) of the Internal Revenue
Code of 1986, as amended, and its Regulations, rulings, or procedures, as it may now exist or as it
Restated Certificate of Formation of Denton Animal Shelter Foundation, ine., Pago 3
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may hereafter be amended;
2. ' Retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue
Code of 1986, as amended, and its Regulations, rulings, or procedures, as it may now exist or as it
may hereafter be amended;
3. Make any investments in such manner as to subject it to tax under Section 4944 of the
Internal Revenue Code of 1986, as amended, and its Regulations, rulings, or procedures, as It may
now exist or as it may hereafter be amended; or
4. Make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code
of 1986, as amended, and its Regulations, rulings, or procedures, as it may now exist or as it may
hereafter be amended.
Upon the termination and winding up of the corporation, the Board of Directors shall, after paying
or making provision for the payment of all the liabilities of the corporation, dispose of all assets
of the corporation to an authorized nonprofit entity organized and operated exclusively for
charitable or educational purposes as shall at the time qualify as a tax-exempt organization or
organUAtions under Section 501(e)(3) of the Internal Revenue Code of 1996, as amended, and its
Regulations, rulings, or procedures, as it may now exist or as it may hereafter be amended, pursuant
to the sole discretion of the Board -of Directors. Any of such assets not so disposed of shall be
disposed of by a district court of the county in which the principal office of the corporation is then
located, exclusively for such purposes or to such organization or organizations, as said court shall
determine, which are organized and operated exclusively for such purposes.
Restated Certificate of Fomaatior< of Denton Anitnal Shelter Foundation, inc., Page 4
20
— ' — ---------- - Manager
City of Denton Animal Services
Linda McNatt Animal Care & Adoption Center
3717 N. Elm Street
Denton, TX 76207
Re: Memorandum of Understanding
Dear
The enclosed check in the amount of $ — " . .. ........ _, _payable to the City of Denton Animal
Services, represents a grant from Denton Animal Support Foundation, Inc. (DASF). The purpose
is for , as specified
by The funds may not be
used for other purposes without the written consent of DASF. —
The grant funds must be utilized by 20 Unused funds must be returned
to DASF unless an extension is agreed to in writing.
Documentation of the use of these funds is required on a basis.
Please return the executed MOU within business days. Two authorized
signatures from the City of Denton are req'ui—red-- in-ack-n owledgment of this agreement.
Best Regards,
Signature
Name/Title
Acknowledged:
Cc:
.. . . . .................. . - . . .....
Signature Title Date
. ............. . ...... . ......... -- - - ------- - I . . . ........ .
Signature Title Date
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