HomeMy WebLinkAbout12-11-85-03 - Resolution - 12/11/1985RESOLUTION NO. 12-11-85-03
WHEREAS, a proposal has been presented to the City
Council of the City of College Station for the creation
of a development corporation in accordance with the
Development Corporation Act of 1979, Article 5190.6,
Texas Revised Civil Statutes;
WHEREAS, the proposal is for the creation of the "Col-
lege Station Economic Development Foundation, Inc.;
WHEREAS, the proposed Articles of Incorporation have
been submitted to the City of College Station and are
attached hereto as Exhibit "A"; and
WHEREAS, the proposed By-Laws have been submitted to
the City Council and are attached hereto as Exhibit
NOW, THEREFORE, BE IT RESOLVED by the City Council of
the City of College Station that the creation of the
College Station Economic Development Foundation, Inc.,
is in the interest of the citizens of the City of
College Station, and that the College Station Economic
Development Foundation, Inc., is hereby approved for
the purpose of promoting the interest of the City of
College Station as specified in the Articles of Incor-
poration, provided that no action of the Development
Foundation shall be in violation of Article 5190.6,
Texas Revised Civil Statutes, the Development Corpora-
tion Act of 1979.
PASSED and APPROVED this llth day of December, 1985.
APPROVE~,~'~ ~ / /
·ATTEST:
BYLAWS OF COLLEGE STATION ECONOMIC
DEVELOPMENT FOUNDATION, INC.
ART ~CLE I
NON-PROFIT FOUNDATION
This Foundation is not organized for profit. No member of
the Board of Directors or person from whom the Foundation may receive
any property or funds shall receive or shall be lawfully entitled to
receive any pecuniary profit from the operation thereof, and in no
ev,.r~t_ shall any p;~rt o£ ~ho ft,n,]s or a:;:;et s of the Foundation be paid as
a salary or a compensation to, or distributed to or inure to the
~,,nofit .-)f any member of the Board of Directors; provided, however,
~lways (l) that reasonable compensation may be paid to any member
,'t,~ ]._. ~cting as any agent or employee of the Foundation for services
:-,'n,],':-,.,~. I ~'~ effectlng (l) one or more of the purp,'~ses of the
Foundation, and (2) that any member of the Board of Directors may, from
time to time, be reimbursed for his actual and reasonable expenses
Jn,:t~rre,] in connection wi th the a~]ministration of the affairs of the
Foundation. Any payment for services rendered or expenses must be
authorized by these By-Laws or a resolution passed by the Board of
Directors.
ARTICLE II
PRINCIPAL OFFICE
." :',,~,:alt. y ,',.nter, at k31)(} Je~-sey Street,
zn CoIiege Station,
Texas, but may be located at such other suitabt~~ and convenient place
in College Station as designated by the directors.
A R'T' I C' I, I': ]' ]' ]'
ARTICLES AND OFI.'I¢;ERS
The Foundation shall have the following directors and
officers; eight (8) directors who sha] 1 elect from their members a
Chairman, Vice Chairman, Secretary and Treasurer. A President shall
be appointed by the Board of Directors and shall not be a member
thereof. AI~ other officers shall ~,e required to be directors of the
;.~,3,~nda t i on .
APT~:I,b] I V
APPOINTMI':NT AND QIJAI~tI.'I~'A'F[ONN ,)F I)IRECTORS
'3Lt~ ,3f Colle,je Stati,3,', .~ th,- t.~t~a~ 13i~'ectot-s' terms expxre. The
(3) . The m.~tl~o.1 of selectio~ shalt he d4termined by the Board.
,,la~-,~,~ .~,~e (I) and tw,-~ (2) ,~ha] ] )~,:. f,)t* .~t] tn~ti,~l term of one (1) year-;
pla-,,:~ tht-,~e (3) at~d f,~ur (,1) .-~n,1 five (5) shall be f~r an initial term
of two (2) years; and places s~x (,~), seven (7) and eight (8) shall be
for an initial term of three (3~ ~'ears. Thereafter, the term of
.off].ce for e.~:h dir,-,'zt~t sl~al 1 b,~ f,~'., period of three (3) years. The
]irectors shall serve at the pleasure of the Council and if a
rep]a,_ .. tnt Director is not appointed by the Council. at the expiration
of a ,~i [ector's term, the director shall continue to serve until an
a.o.r)r~.] ~',".,'ut i.s
ART ICSE V
ELECTION OF OFFICERS
?he ,~ff[cers shall be elected at the July meeting of the
Boar,] . ')irecLors provided for herein and the Directors shall ekect
s.',i,] '~"~ce[-s as provided for here~n from among their number. Each
d[rec~,,r shal[ be emt[t~ed Lo one vote and it sha~l require a majority
vr~te ~.' ,.]ecl' .-t~iy ,~ffic~-. 7h~· l%oard of Directors may at any ~lme
:-,=,m,~'.,,~ :n)' ol'f[,~,3~' ~)f Lhe wo~.~at~,~[~ f~r or without cause, but such
r,r~.~va[ shall be w~t'~o,~ ~rejudic~, ~o the contract rights, if any, of
'.h,, ~.3r.; ~:] s,~ ~e~nove,]. ~l. ectLon o~ appointment of any officer 3~-
, ~,',:' ', '~ l 'lot of itse]F c~e,~te contract rights.
TI'];~I ~F OFFICE ~)F THE OFF'ICERS
?h,~ ,)f'f~,',,~ term sh,~l l r,.~] from the monthly meeting in
,,f' ,~ach v~,.~r ~ ) th,~ monthly me,_.l i~].3 in July of the following year.
i],-,ch .]~['ect,~r an~i officer shall serve from the date of his election and
,],]alif~cation ,]nl:~]. his s,lccessor is elected and duly qualified,
AI{'I' [CGE vii
FILI, rNG OF VACANCIES ,IN THE BOARD AND OFFICERS
~ ~ t'~,~ ,~.~,~ .~f t-h,~ ,],,.~]~ or resig~]ati,~n of a~]y ~ff[cer
d~rector or the refusal or inability of any officer or director to
[)~r f,,r,n the d,lt] e~ of his office, the Board of Director shall have the
l)~ I'.'1 !,'j,, re) ,],'~'[;lr{3 a vacancy on th,~ BOded ,)r In the office and such
vacancy shall be fi ll,~d for such unexpired term in the same manne~ as
prov],~ed for regular appointments; provided however, that any such
v.~c,,~,,yy ~n such office or any officer so c~eated shall be filled by a
v,)t,, ,f the remaining directors even though they may constitute less
ARTfCf,f.; V1 f l
DUTIES ()F '['l{l.] C}IAIRMAN
The Chairman shall pres[de at ali meetings of the Bo,]rd of
D~ r.~ ~,~.rs. The Chairman or his delegate sha] 1 make an annual report
',~ thu Ctty Council of the City of College Station at the first regu].ar
'f,~,~]':~ ] meettnU in April of each year. The Chairman ~hall have the
,r, w.":' t J Si'jr! check.~, wal'ralltS~
o3r'~,, ~r.,,: 1 on will be ,]isbursed.
,_~.3u:]t,'~r:~t,3ne,] by another officer.
v,)uch~,r.~ ~hereby funds ,~f the
Itowever, s,n:h checks must be
ARTICLE IX
DU'FIES ¢)F 'I';{E I)RESfDENT
The Boar,] shall appoint or emp]~)y a President as the Chief
· '~,] nt ~] I ~; Lr.: t ~vc Offficer of the l~ou n,]a t j ..,,~. S~c}] officer,
rd~,~[~]l mi or employed sba] ~ perform such duties as may be assigned by
~'' ', , I~
The President shall have all the general powers and duties
which ar,; usual ly vested ~n theOffice of the President of a non-profit
.r~,,~{-~.] ,t_l,.~. '?}t,; I~re:~der]t sh,~l 1 hav,~ the f)ower to sign checks,
warr.~r]{_.~, ~3r vouchers wh(~reby the funds of the Foundation will be
disbur'~e,l, ilowever, such checks must be, in all cases, counters{gned
by an~, '3,3r officer. The President shall perform such other duties as
sh;{] l }~}-,~,erly relate to his office.
The President of the Foundation shall keep an accurate set of
re~o~l.' ~-~fl~c,.]}]~l the financial condition of the Foundation at a~l
t~.,:. ~,]ch r-,,,'~)rc{,~ sh8].] })e open to inspect{on by any director
t~,3 F,~,{'~ l]tlon <3}- any member ~)f th+· ,?~ ty Cc~,lncl ]. ,)f the City of Co[ ].ege
Station. In adcHit ion it shall be the ,{uty of the President
.,,~}~,,~'.'] .., {}~,. ,:w[,,.n,]jt_ur,~ ,)f th,- fl~iu,]~ of tho [.'~){{ndat[oz] and to sJqn
,']~,' ';"~, .,' {t't-a{]t.,;, ,~r],] v~uchers whereby the fur]ds of the Foundation
~'~ I i 2,,. :l.s~,,2~',;,,,]. ;]ow,/ver, such checks must be, in all cases,
c'3unter~i,~n,,.l 2;/ an,3ther officer.
ARTI CI,E X
[~U'I'IES OF Ti{E VICE CHAIRMAN
The Vic~, Chairman shall act for and assume the power of the
Chairman ~n the ai~sence of the Chairman or upon refusal or inability of
the Cha] r',,~{'~ r,D z,-t. The Vice Chairman shall have the power to sign
checks, wart tut:~, and vouchers whereby the funds of the corporation
%'il 1 I-,, ][.=.3.::- ..2 ~. However, s{lch checks must be, in all cases,
,:~)unr,:rsigned by another officer. The Vice Chairman shall perform
such duties as shall properly relate to his office and such other
r]utie ~ .Is may ])e require(] of him f~-om time to time by the Chairman or
t}l,3 B,n,'~-,~ ¢3f Directors.
ARTICLE X!
DUTIES OF 'PgE SECRETARY
The Secretary, or his delegate, shall keep the minutes of all
,r,,:r,t].r]gs ~f the Board of Directors. The Secretary shall see that all
not i,:,-,.; are 1,~1y given i1% accordance with the provisions hereof and as
~-,?,-t,~,-,:.t by law; shall be custodian of th~ seal of the Foundation, and
:', ,'' ~ffi-¢ th,~ same, or ca~se it: to be affkxe¢] t.o all documents, the
.... :.:..' ~.~r~ ,~f ~htch under seal ha~ been auth~rized by the Board of
']] r-.',_"..~rs, an,] of the memb~=rs o£ .~ny cormnitte~ appointed by the Board
of ;,[:-,,ct~3u~ .~n,-] shall in genera] perform ali the duties incident to
r ~.. ' ~' , ',, .,~ q,:cret,~uy and such other dutie, s ~s may from time to time
b,: ~,~-,.3~.]e,9 t,.~ him by the Chairman or Board of Directors.
ARTICLE XfI
DUTIES OF THE TREASURER
The Treasurer of the Foundation shall keep a copy of the
recor,]~ reflecting the financial condition of the Foundation at all
t~:nes. Suc)~ records shall be open to inspection by any director of
th.? F~,]r]]-~t{on and any member of the City Council of the City of
6
moni tot the expenditure of the funds of the Foundation. The
Treasurer shall have the power to sign checks, warrants, and vouchers
w'h~:~ eby ~h,~ £uE~Is of the Fnundation wL/l be disbursed. However, such
checks must be, in all cases, countersigned by another officer. The
Treasurer shall perform all other duties assigned to the Treasurer by
the Board of Directors, including that the Treasurer shall
countersign the expense checks issued by the Foundation to its
employees whenever possible.
The Treasurer shall have charge and custody of and be
~,3~pnn.~b[e for ali funds and securities of the Foundation; shall
~ cce~v~, ~n~] ~]~v~ ~'e,:.~pt~ for monies due and payable to the Foundation
z~o'~ ~ny source; shali deposit a~l monies in the name of the Foundation
~n t}~,, ,],~ositor~es ~o],~ct,~d ~n accordance with the provisions of
t.}~.~:~,3 '~yl.aws; and shnl] [~,~rform all of the duties as may be assigned to
]~n ]~y the Chatrma~ ,,~- ~)y the Board of Directors.
ART [CLE XIII
GENE}~L COUNSEL
Th,~ Board may appoint a competent attorney as General
Counsel who shall meet with the Board from time to time and shall be
generally knowledgeable and involved in the affairs of the
Fourl~]~ (. i.O~.
rnon] t,)r the expenditure of th,: funds of the Foundation. The
Treasurer shall have tile power to sign checks, warrants, and vo~]chers
~'l,,,r ..1./ , ~L,: f.l~,ls ~)f the [.'¢~und,~tion wt ! I he ,lisbursed. However, such
checks ,re:st be, in all cases, countersigned by another officer. The
Treasurer shall perform all other duties assigned to the Treasurer by
the Board of Directors, including that the Treasurer shall
countersign the expense checks Lssued b~ the Foundation to its
employees whenever possible.
The Treasurer shall have charge and custody of and be
r,.-;:,~nsible for all fun,is and securitLes of the Foundation; sha~l
~,2..~,~...0. ~n ] g~ v0-? r',gceipts for monios due and payable to the Foundation
c.. , .. ,a.],/ ~,~urce; shall de.t)o$~t al I mon~es in the name of the Foundation
{,'p.'.';i','~r'i,;s seloct~,] In .-~,'c'~)~-,]anco with
AR'P [C[,E X[II
GENERAl, COUNSEL
The ~3o.~rd may appoi~at a competent
,' ,,i~l~,,] who ~hall
:,~-~e:- ~l ~), knowledgeable
the provisions of
].~ties as may be as:~l.~ne.~ to
DJ.rectors.
attorney as General
meet with the Board from time to time and shall be
and involved in the affairs of the
ARTICLE XIV
MANAGEMENT
Th,, ~:~.~,~r,t of Dlrectc)r.,; ,$]1,~ll .~sst,m,_~ supervision over the
affairs of L}l,3 F~,lndation with the exception that the President shall
have such authority and power as is necessary to carry on the general
everyday b,~siness of the Foundation.
ART ICI,E XV
SALAR [ ES
'Fh~ ,~alarie~ of the employees shall be fixed from time to
t imc },y the r],),~r,l ,)f 13i r'ectr>r"~.
NEE'PING OF 'I'l{~ BOARD OF DIRECTORS
']'h~, ll~z~-,] of ])irect.,)~-~ ~i]~a] I }].~v,- monthly meetzngs held on
the th~ r,] We.]n~s,]ay of each m,~nth, if sa],t ,]ate is not an official
~t]te ,)r [ed,:.r,l[ ho] /,]ay and shou],] said ,qate be such a holiday, the
meeting will be rescheduted ,3~ such date and at such hour as may be
,]estgnat,~,] i.u th~ notice of the meeting, for the transaction of such
b,~s]ness a~ may property be brought before the meeting. The
Secretary oC thc Foundation or his delegate shall mail each of the
d~rectors an agenda for the re,]:]l~r monthly meetings at least seven
(7) days prior to the meeting. The Secretary or his delegate shall
also !)o~t r],~t[ce of meetings a~ required by this Open Meetings Act,
:~r~ ir'l,. ,'~% ' -] 7, Tex,~s R~,v],~,,.] ~'.'i] b;t,~ utes, as
8
a,],])tlon, the Board of Directors shall meet upon the ca]l of the
~'},.~] r~n~t], Prc.;ldent, or Vice Chairman, as the case may be, and they
.;., ~ I n .... ~ .,~ .,,~ch time and place ,~s directed by the officer calling
th,-~,,n,~.t~g.~,~ ~.~uch calls may be made by personal notification. A
ma3or~ty of tht: Board of Directors will constitute a quorum and if a
quorum be preterit, then any manner of business may be attended to and
th,~ F,)undat[on b,3 bound.
ARTICLE KVII
~CATION OF MEETINGS
A!] ~n,-~,'k ~r]gs of the Board of Directors shall be held at the
?t-:ri,ri?.,1 off[ce of the Four]dat[,~t~ in the City of College Station,
Te'.:..~.s, ~3r df_ such other p~ace within or without the State of Texas as
:.~}' ~,,~ ],,.s t ~,t~:,3~1 by the Chairman or Vice Chairman calling the
ql,~''~. I '~ : .
ARTIC[,I': ~VII[
SPEC~Ab MEETINGS
:~p,-~ci.i] meet lags of the Boar,~ of Directors maybe held at any
t[m~3 u?gtl the ca~ of the Chairman, or the Vice Chairman of the
Foundation. I f ,3 special meeting is called, the parties calling the
:neetir]3 shal~ tint,fy the Secretary of the Foundation of the agenda
[te:a~. Th~ ~ecr,~t~r-y of the Foundation or his delegate shall
the~-,3af'..~- v..r'}~.~ll~, or in wr[ti~g uot[fy all of the d~rect0rs of the
ARTICLE XIX
OTHER COMMITTEES
T'}~,. :.,,~c] may fromm t ] n~, ~o time by resolution create such
oth,-~r-~ommitt~,3 or committees of directors, officers, employees, or
,~t]~er persons ,lesignated by it for the purpose of advising the Board,
the Ex..c.~{ i ;e Committee, and the officers and employees of the
Fou~]dat[o~% [n ail such matters as the Board shall deem advisable and
'~ith such functions and duties as the Board shall by resolution
prescribe. A mdjority of a]l the members of any such co~ittee may
determine lt~ action and affix the time and place of its meeting unless
thc R,).~r,~ sh.~ll otherwise provide. The Board shall have the power to
~han,3e the ,n,~.a~)ers of any committee at any time and to discharge any
;,],;}~ ,_'r~,nni~ L* ..... tther with or withotlh catlqi} at any time.
ART [CT,E XX
SALE OF REAL ESTA'I'}']
All ~cuveyances, including sale, purchase or mortgage of
:'e.-~ est.~t~ by the Foundation, ~hall be in writing, signed and
-~ ~ko~]~3 ],j,3,] ),y Lhe President, or in case of the absence, refusal, or
~na~l ~ty of the President to act, the Chairman shall execute same and
th~ Secretary shalt attest such conveyance under the official seal of
tl~,~ Foua,iatzon. No rea[ estate shalt be purchased, sold, mortgaged,
,.~r- otherwise disposed of unless the conveyance or encumbrance shall
rLl''4'. ]l't'.',~ i ,'.',, c~r,let'c~l by r,.,,;~>luLion ? t:;.;,' ] by the B~>al-d ~f
Directors. These sa,ne requirements shall apply to leases made upon
the property o£ the Foundation.
ARTICLE XXI
EXECUTION r)F CONTRACTS, [/3AN, CHECKS, AND DEPOSITS
Section 1. Execution of Contracts. The Board of Directors
~nay authorize by resolution any officer or officers, agent or agents,
att(~r~]ey or .~ttorneys to enter into any contract or execute and
del [vet any ] t]~{trument in the n~me of or on behalf of the Foundation.
Such a,~thority' may be ge~,~r,~] or- ,?o~fined to the specific instance;
and ,~'~le~:~ %,, .~,~thor[;~,,,~ by t}~,-. ~%oard of Directors or expressly
.t,~th,~-L.¢,=.l }~?, these [~ylaws, no ,-~fftcer, agent , or employee shall have
a:]}, p,)~e~' o[- ,~,~ }~.,rity t ,'3 bf ~]~J the }~o~tn,].at ton by any contract or other
N,.,cf l.'~r~ ~. Loans . No lo.ins sha~l bP contracted on behalf of
or by tl~e Fo,in 1.~tinn, .]n,t r~ l;onds, notes, or o~her negotisble papers
sha]] be ~ss,~,~,t ~,l ~ts n,~,m~ ,~nl,~ss n,~thorized by the Board of Directors
Section 3. Checks, Drafts, etc. All checks, drafts, or
other ot-.~,~r%; For' the ~.-4ym~nt .~f mo;:ey nn,t alt bonds, notes or other
evidences of ~;~!,.,htedness ~s:sued i~ the name of the Foundation shall
b,~ s Lgne,] by an?' two officers of the Foundation.
1]
Section 4. Deposits. All funds of the Foundation shall be
dep~)'~ite,'] to the cre,]it of the Foundation at banks, trust companies,
,r .,~)~,,~- ,!,:[,.,'~.,'~r ies as th~, Bo,t~-,~ of Directors may select.
ARTICbE ~XI[
RECORDS OF THE FOUNDATION
.'Section 1. Definitions. As used in this Article 23, the
term "public records" shall have the same meaning as prescribed in
Article 6252-17a(2) Texas Revised Civil Statutes as amended; and the
ter~.n "confidentS. al information:" means the exceptions listed under
Section 2. Custodian of the Public Records. The Secretary
,~ th,: "~ ,au~ .-~ his ~eLegate, shall be the custodian of all public
~,:,3 ~l ,].~ ,>[ ~,~,. ~.',),l~,l.~t[o~ a~]~] the c,~stodian shall be res~onsible f~r
i.}~,_~ ?~ (?~erv~ ~,_~] and ~"are ,Df such records. It shall be th~ duty of the
,',~t,3 ]~..~n .~£ ,?,]%)~ kc records to see that such records are made
· '~v'~iab],, f.,~r p,~bl[c inspect[on a~],~ copying, that the records are
,_ ~-ef,~] ]y ~r,~t,3cte,] and preserved from deterioration, alteration,
~::,:t[l-~t~o~%, loss, removal or destruction, and that such records are
repa[re..], ~-enovated or rebound when necessary to preserve them
?~oi~erly. ?D]en records are no longer currently in use, ~t shall b,-~
w~t.~] ~] :!~,; ,]~.~;,.~retion of the Found~%tion to determine a period of time
f,~.~' which said records will be preserved.
]2
Section 3. Furnishinq of Public Records. It shall be the
!uty of the ,:,~stodlan of ~.,]b].ic records of the Foundation or his
!,,],.,j ~t,:,, ~ !~r-r~,]uce such r~',COL'Ct:, ~,~.>r] the app] [cation of any person
~n.t t,~ mak0~. t}he same available for inspection and copying within the
!),.~rk,3,J ~f t~me, in the manner, and for the charge as specified in
Art~cfe 6252-17a, Texas Revised Civil Statutes. The Foundation
sha] 1 have the right to request an opinlon of the Attorney General in
ctrcumstances contemplated by said Act.
Section 4. Confidential Information. Confidential
· nformation of the Foundation shall not b~ made available for
[~s.~)ection and/or copying. Nor' shall the same be distributed.
ARTICLE XXIII
M[SCELI,ANEO[JS PROVISIONS
Fiscal ~',,.~'.'. The fiscal, year of the Foundation
Section 1.
,;h~li c',~rresj~or].l with the C~ty ~,f ~'ollege Station's fiscal year.
Sect ion 2. Amendments. These Bylaws may be altered,
, q,'r] ],,'] ,3~ ]-,2f, e.~le,l an,] new Bylaws may be adopted by the Board of
Directors at ,-~ny regular or special meeting upon the affirmative vote
~f a majority of the df rectors present, except that Article 4 of these
r{'f!.,ws may only be altered with the approval of the City Council of the
~=e=~*_~o~ ). Corporate Seal. The directors shall provide a
-.,~ ~ ,r ., , .~.}~lc~ ,~1 ] ~ .... -,~.' ']ar ~n form and sha]~ have
] %,
l r:.,.-r ~;,,, i ~... ~.- ,fl t h,; n,~m~ of the Foundation.
~RTICLE XX[V
'Fh.- ~i %ws, ,~ce[)t Article 4 (Appointment and
~,l,~] ~f~cat~,~:]:~ of Di.[ectors) hereof, may be altered, changed, or
a,q,~.~ ],3,1 by ,_~,~ ma]or Lty vote of aI% the ,tirectors of the Foundation at
any ,tLrecto~s' meeting especially called for that purpose by the
Ch,~r~dn ,DF Vice Chairmar~.
ARTICI~E
CONFbrCT OF [N'FEREST
A .]] re~"t,)~ ,I,~y not ,~o any of th~ following:
(1) ~.~rt].c[p.~te ].n a vote o~ ,le~lslon on s matter irlvolvlng
~ b,~s i. nes~: enti ty in which th~ director has a
· ~l~;t~n~ ~,%1 ~nterest. [ f it i~ reasonaP.]v
:' 3r-e~;c,~tl,l,e tha~ an acf ion ,)n the matter would co;/fer
.~n econom[~ benefit to the business entity involve
A .~Jrector is said to have a ~ubstantial interest in a
~, lsiness under the following circumstances:
( J~ Fhe interest or ownership of ten percent (10%) or more
.~f the voting stock ,~r shares
· .¥.'nersliip, $2, 500 or more of the fair market value of
the business entity;
(3)
.'.. .', ,] ',~t ~),,r 'ent (10%) of the }~erson's gross income
r~)r thc previous year.
A [~;'r~~. ha:] ,] g,]bstantial interest in real property if
'.::~, [~,~,.rest ~s ~ e,~,]ltable o~ legal ownership with ~
I'.,tr ,udrket val,~e of $2,500 or more.
'%ct'~ ,~s ~ surety for a bus]ness entity that has a contract,
,']~)es work or other business with a Foundation; or
Act:~ .~s a surety on an official bond required of an officer of
the Fou~]dation.
~5
CE'RT IF[CATE (IF IN('()qPrJ~AT[CIN
,'1 !
COLLEGE STATION ECONOMIC OEVELOPMENT FOUNDATIONs INC.
CHARTER NU~RER 189399
THE tJNDERS [GNEI'), AS SECRFT^RY DF STATE
t'FRr, bY CERi'IFIES TtlAT ART ICLL:S [.IF ]NCI'}RPORATION
CF!.RPtJPATII']N., {)ULY SIGNI {1 ANI) V(o Il'ill] HAVi
[(.-" ,',.,Nr.' ^p.r FOIJNI'] TII c.qht IluH Ti'l I AN,,.
ACC,)°~)INGLY TH[ tJ,'.lllrl..'Slbf,;[r
OF THE STATE OF TEXASs '~'
I(3 FOR THE ABOVE
BEEN RECEIVED IN THIS
SUCh SECRETARY OF STATE, AND BY,~'
¥[~- I'UI fll~ T'([- AUTIIOu['rY VISI'tIJ l'l lt(i ')(('qI-TARY BY LAW, HEREBY ISSUES
r,,[', c( L'T I.~'ILLTi (if I~'ICI)P, PIIU,'kTI'IN ANt) ATTACHES HERETO A COPY OF THE
AC'T ICL; S
06TFO ~AP., LZ~ lgSh
· ,, Secretary of State
ARTICLES OF INCORPORATION
OF
COLLEGE STATION ECONOMIC DEVELOPMENT
FOUNDATION, INC.
(NON-PROFIT CORPORATION)
We, the undersigned and natural persons of the
In the Office of the
Clerk LB
Corporations Section
age
eighteen years or more, and being citizens of the State of Texas,
acting as incorporators of a corporation under the Texas Non-Profit
Corporation Act, do hereby adopt the following Articles of
Incorporation for such corporation:
ARTICLE
CORPORATE NAME
The name of the cor[~oration is. College Station Economic
Development. Fount]at ion,
C,~NPOt~ATE STATUS
The c~tp,:,ratlon is a non-profit c:orporatio~.
ARTICLE I I
DURAT JC)N
The period of its duration is perpetual.
ARTICLE IV
P URPOS ES
TT~,-. purpose f¢.,~ which this corporation is formed is to
promote the public interest of the City of College Station, Texas and
examples of method:- tr~' accom['lJsh s,'.ch purpose are to buy, erect or
comJnercla!, ]ndustr:,-.] enterl;r~s,, lu,,.-,,.te,~, w[thin, or in the vic'~n~ty
of, the City of College Station, Texas, and to accumulate and lend
1
money for said purposes: t o purchas,:, scl 1, and subdivide real
prol),.rty lr~ the City of College Stati(u], TCXdS O~ its suburbs, not
extending beyond the City of College Station extraterritorial
juris,fllction (ET,I) am such ETJ may exls* from time to tim(-., for the use
of, but not limited to research, scientific, commercial,
manufacturing, and industrial enterprises and to accumulate and lend
money for said purpose; to accumulate and lend money for advertising
for general and tourist promotion of the City of College Station and
its vicinity: and and to conduct and operate a solicitation program
attract businesses, industries, conventions and visitors to the City
of College Station and its vicinity either by thzs corporation or
through contracts w~th persons or organization selected by this
co r [--,c r a t lon.
This corp,.)rat]on is formed s~ t-~ctly as ,~ civ],' under~
anl th~ purpnse and powers h~r,'.]n granted shall be ]i,'ntted
ap~.l~catlon to r,_'ndering, financial and othe~ assistanc~ tc the
com~,qercial, manufacturing, and industrial development of the ('it), of
C~ ]ec,? Station and its vicinity; to render aid to research,
scientific, commercial, manufacturing, and industrial enterprises
situated in such area; to induce the location in said City an~, its
vicinity of other research, scientific, commercial, ma:]ufacta.'-in.g,
and industrial establishments; advertising for the general promotion
ar.~ devel0~ment of the City of College Station and its vicinity: and
'',?zo S'.,:' l",n, T,~x~.s ,'~n,'~ its vicinity.
2
This corporation shall t~av{~ and ~.xercise any and all powers,
rlgl~s an~. privileges which a c,~tpc~rat Ion orgtn~zed under the Non-
Profit Corporation Act of the 9tate of Texas may by law now
hcreafter }~av,3 or exercise: provided tnat none of the objectives
purposes here~n set out sba! 1 be const v~o~ to authorize the
corp~ration to do amy act in violatlom of said Non-Profit Corporatio[,
Act or Part Four of the Texas Mis('e] laneous Corporation Laws Act, and
all such objectives or purposes are subject to said Acts.
ARTICLE V
ADDRESS
T}~e street address of the tnitia~ r~q]~tered office of the
corporation is 1300 Jersey Street~ College St~t~n~ Texas 77840, and
the name of its initial registere~9 a~ent a* %.3c.h address is Dennis
Goehrlng.
A~'rl"I,F V1
The affairs of the corporatlor, shall be muna~ed by a Board of
Directors, being appointee] by the C~ty Councx ~ o} the C~ty of
Station. The number of directors shall be, from time to time, as
provided by the Bylaws of the corporation. The number of directors
constituting the initial Board of D~rectors is eight and the names
~d,!re%se~; of the persons who are t~.s,.~vc a~, th~ initial ]]rectors
Ad,ire.',,.
B~ ] ] Cr~r~]cy
Brazo,~ ( ot]r:ty COtlrthotlse
Bryan, Texas 7van]
,,.,r ~dlr~ ,]o~. . Davi~
Departmcn! ,~f Fiscal Affairs
80% t{u,l,](,.~ Tower
C,)[ leqo qfot. lon, Texas 77843
Dt ('k ~{addox
!735 Bri.trcrest Drlvo
Bryan, Texas 77801
· c. t C v ,~ }! a r%.", n n
9935
C¢~llego Statzon, Texas 77840
Britt Rzce
~002-C [,ongmire Drive
C~] lege Station, Texas 77840
Edwin W. Schultz
]408 University Drive East
.q~i ~ e 103
leg,. ,qt.n* J¢'n~, Texas 77840
Pi ] ] qensibau,~h
7807 F
Col]eqr, StaLJon, Texas 7784
8{)] ']n~vers]ty Dzive
ARTICi,F VI !
I N CCI R PO RATt,
~ho nam,~ and street ad,lress ,Df' ,,tr h trlcol°porator 1 s:
Add res s
L,i.,':n ;.;. Scht~ltz
]4",8 University Drive E
College Station, Texas 77840
1300 Jersey
Colleqe Station, Texa.~
77840
P:' I Sensibaugh
7807 E. ByPass
College Station, Texas 77840
ARTI('LI.' VIII
DISSi~I,[ffI'ION AND AMENDMENT
~'~,, .', !~:;~o]ut ion of ~he corp.~rat ion, o~her than incident to
a :n~'l-,7,'~ ~.r ,' '~.s~] l,~,l~ ].~1, tho ,tssets, I f dr]y, of the corporal
shal 1 be -:~anted, conveye,t nn,i dqs~qned t(, the City of College
Station .
Dissolution mf the corporation must be approved in writing
by not less than two- l[~trds (2/3) of the Directors.
IN WITNESS WHEREOF, We, the undersigned, have hereunto set
our hands this 6th day ~f February, 1986
TI!F: STATE C-~F' T},..:.::<
!'!.F ~P[; ~l!~, a Nmtary l'ul',lJc, c,n this day personally appeared_
Edwin W. Scht:ltz, Dennis I{. Goehring and Bill Sensibaugh, known to me
t,-, be t:.. r~'r:',.~:~s wh,~so name~ are subscribed to the foregoing
,] ~.',:m~_..,' , an! ~,,, ]~:~i ~,} 'n,_ f:r.~t July :.;w,:rn, severally declared that
true and correct.
GIVEN UNDER MY
1986.
HAND AND SEAL OF OFFICE, this ~{'k day
~Gbiic ih-~nd for the
Notary ,]
;JAY DON WATSON
Nolary Public, Stale of Texas
Mi' Commission Expires: 5-31-89.
of
6