R84-01 01-09-84 RESOLUTION NO. R84-1
A RESOLUTION OF THE CITY OF PEARLAND, TEXAS, AUTHORIZING AND
APPROVING THE CREATION OF A NONPROFIT HEALTH FACILITIES DEVELOPMENT
CORPORATION TO ACT ON BEHALF OF THE CITY OF PEARLAND, TEXAS.
WHEREAS, the Health Facilities Development Act of 1981,
Article ~528j, V.A.C.S. of Texas, as amended, (the Health Facil-
ities Act), authorizes the creation and administration of one or
more Health Facilities Development Corporations to act on behalf
of cities, counties and hospital districts ("SPONSORING ENTITIES")
to promote and develop new, expanded, or improved health facilities
in order to assist the maintenance of the public health and the
public welfare; and
WHEREAS, the Health Facilities Act authorizes sponsoring
entities to utilize a Health Facilities Development Corporation
to issue obligations and bonds on behalf of the sponsoring entity
to finance the cost of health facilities, all as provided and in
accordance with the provisions of the Health Facilities Act; and
WHEREAS, the City of Pearland, Texas ("Sponsoring Enti-
ty''), acting by and through its duly elected City Council ("the
Governing Body") has heretofore found and determined that it would
be in the public interest and to the benefit of its resident citi-
zens that a Health Facilities Development Corporation be created
to act as its constituted authority and instrumentality to accom-
plish the specific public purpose of the promotion and development
of health care, research, and education and to finance health
facility projects as defined in the Health Facilities Act; and
WHEREAS, the Governing Body has reviewed and approved
the proposed Articles of Incorporation for the Health Facilities
Development Corporation and has determined that said Corporation
has been or will be created and organized as a Texas nonprofit
corporation, pursuant to the provisions of the Health Facilities
Act, for such limited purposes; NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PEARLAND, TEXAS, THAT:
Section 1. The facts and recitations contained in the
preamble of this Resolution are hereby found and declared to be
true and correct.
Section 2. The Governing Body has found and determined,
and hereby finds and determines, that it is advisable and in the
public interest, that a nonprofit Health Facilities Development
Corporation be authorized and created pursuant to the provisions
of the Health Facilities Act, with such Health Facility Corporation
to be hereafter known as the "Pearland Health Facilities Develop-
ment Corporation" (the "Corporation").
Section 3. The Governing Body hereby approves the
Articles of Incorporation, the named incorporators, and the Bylaws
proposed to be used in organizing the Corporation (copies of
which are attached to this Resolution and made a part hereof for
all purposes); and hereby grants authority for and approves the
incorporation of the Corporation; and hereby appoints PRESTON
BULLARD, DENNIS M. FRAUENBERGER, ZOLTON OLAH, DAVID R. ARMBRUSTER,
and FREDDY R. CESSAC the initial Directors of the Corporation,
each of whom shall serve for a term established in the Articles
of Incorporation or until his or her successor is appointed by
the Governing Body.
Section 4. The public purposes of the City of Pearland,
Texas (the "Sponsoring Entity"), which the Corporation may further
on behalf of the City are the promotion and development of health
care facilities, health care research and education, and to
finance the cost of health facility projects, all as provided in
and in accordance with the terms of the Health Facilities Act.
Section 5. The Corporation is hereby designated as the
duly constituted authority and instrumentality of the Sponsoring
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Entity (within the meaning of those terms in the regulations of
the Treasury and the rulings of the Internal Revenue Service
prescribed and promulgated pursuant to Section 703 of the Internal
Revenue Code of 7954, as amended) and shall be authorized to act
on behalf of the Sponsoring Entity for the specific public purpose
of the promotion and development of health care facilities, health
care research and education, and to finance the cost of health
facility projects, all as provided in and accordance with the
terms of the Health Facilities Act; but the Corporation is not
intended to be and shall not be a political subdivision or a
political corporation within the meaning of the Constitution and
the laws of the State of Texas (the "State"), including without
limitation Article III, Section 52 of the State Constitution, and
the Sponsoring Entity does not delegate to the Corporation any of
its attributes of sovereignty, including the power to tax, the
power of eminent domain, or the police power.
Section 6. The Corporation shall have all the rights
and powers expressly delegated to corporations pursuant to the
terms of the Health Facilities Act and all powers necessary or
appropriate to effect any or all of the purposes for which the
Corporation is organized. Provided, however, the Corporation is
not authorized to incur financial obligations under the Health
Facilities Act unless payable solely from the proceeds of bonds,
revenues derived from the lease or sale of a health facility or
realized from a loan made by the Corporation to finance or refi-
nance in whole or in part a health facility, revenues derived
from operating a health facility, or any other revenues as may be
provided by a user of a health facility, any one or more, provided
further, that all powers of the Corporation shall be subject at
all times to the control of the Governing Body of the Sponsoring
Entity as provided in Section 4.72 of the Health Facilities Act.
The Sponsoring Entity shall not lend its credit or grant any public
money or thing of value in aid of the Corporation. Furthermore,
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debt obligations issued by the Corporation in accordance with the
provisions of the Health Facilities Act, with the approval of the
Sponsoring Entity, shall not constitute obligations of the State
of Texas, the Sponsoring Entity, or any other political subdivision
or agency of the State or a pledge of the faith and credit of any
of them, but such obligations shall be payable solely from the
funds and revenues herein provided.
Section 7. The Corporation shall be a nonprofit corpo-
ration, and no part of its net earnings, remaining after payment
of its obligations and expenses in accomplishing the public
purposes for which it was created, shall inure to the benefit of
any person other than the Sponsoring Entity.
Section 8. Upon dissolution of the Corporation, pursuant
to the terms of the Health Facilities Act, the Sponsoring Entity
shall accept title to or other interest in all funds and properties
tben owned by the Corporation without the necessity of further
conveyance, transfer, or act of any kind whatsoever.
Section 9. This Resolution is adopted for the purposes
of satisfying the conditions and requirements of the Health
Facilities Act and of Section 103 of the Internal Revenue Code of
1954, as amended, and the regulations prescribed thereunder from
time to time and for the benefit of the Corporation, the Sponsoring
Entity, the owners or holders from time to time of the obligations
of the Corporation, and all other interested persons.
Section 10. The Governing Body has considered evidence
of the posting of notice of this meeting and officially finds,
determines, recites, and declares that a sufficient written notice
of the date, hour, and place of this meeting and of the subject
of this Resolution was posted on a bulletin board located at a
place convenient to the public in the City Hall of the City for
at least 72 hours preceding the scheduled time of such meeting;
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and that such place of posting was readily accessible to the
general public at all times from such time of posting until the
scheduled time of such meeting; and that such meeting was open to
the public as required by law at all times during which the Reso-
lution and the subject matter thereof was discussed, considered,
and formally acted upon, all as required by the Open Meetings
Law, Article 6252-17, Vernon's Texas Civil States, as amended.
The Governing Body further ratifies, approves, and confirms such
written notice and the contents and posting thereof.
PASSED AND APPROVED on this, the ~ day of January,
1984.
BY~~ei~Jb~c/~f~-fTHE CITY OF pEARLAND, T~ ,
ATTEST:
~rothy L. Cog~City Secretary
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ARTICLES OF INCORPORATION
i OF
PEARLAND HEALTH FACILITIES DEVELOPMENT CORPORATION
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I! THE STATE OF TEXAS §
COUNTIES OF BRAZORIA AND HARRIS §
We, the persons ,
undersi ned natural each of whom is
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C of the age of 18 years or more and a qualified elector of the
City of Pearland, Texas , (the "City") , acting as incorporators
; of a nonprofit Health Facilities Development Corporation (the
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"Corporation") under the Health Facilities Development Act of
1981 , Article 1528j , Vernon' s Texas Civil Statutes , as amended ,
(the "Act") , with the approval of the City Council of the City
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of Pearland , Texas , (the "Governing Body") , as evidenced by the
Resolution attached hereto and made a part hereof for all
purposes , do hereby adopt the following Articles of Incorporation
for the Corporation.
ARTICLE I
NAME
The name of the Corporation is the PEARLAND HEALTH
iFACILITIES DEVELOPMENT CORPORATION.
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ARTICLE II
NONPROFIT CORPORATION
The Corporation is a nonprofit public corporation,
Ili and is a Health Facilities Development Corporation under the
' Act. •
P ARTICLE III
(� DURATION
yyThe duration of the Corporation shall be perpetual.
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ARTICLE IV
PURPOSES
The Corporation is organized exclusively for the pur-
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poses of benefiting and accomplishing public purposes of, and
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to act on behalf of, the Governing Body, and the specific
purposes for which the Corporation is organized and may issue
obligations on behalf of the Governing Body is to acquire,
construct , provide, improve, finance, and refinance health
facilities to assist the maintenance of the public health I
pursuant to the Act. The Corporation is a constituted authority
and a public instrumentality within the meaning of the regula- I
tions of the United States Treasury Department and the rulings
of the Internal Revenue Service prescribed and promulgated
pursuant to Section 103 of the Internal Revenue Code of 1954,
as amended , and the Corporation is authorized to act on behalf
of the Governing Body as provided herein. However, the Corpo-
ration is not a political subdivision or political corporation I
of the State of Texas within the meaning of its constitution
and laws , including without limitation, Article III , Section
52 , of said constitution, and no agreements , bonds , debts , or
obligations of the Corporation are or shall ever be deemed to
be the agreements , bonds , debts , or obligations , or the lending
of credit , or a grant or public money or thing of value , of or
by the Governing Body 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. `
ARTICLE V
NO MEMBERS - NONSTOCK I
The Corporation has no members and is a nonstock !
corporation.
ARTICLE VI j I
BYLAWS
The Corporation' s internal affairs shall be regulated
' by a set of Bylaws , not inconsistent with the laws of this
State , which have been approved by the Governing Body.
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ARTICLE VII
INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office
of the Corporation is 2335 North Texas Avenue, Pearland, Texas ,
77581 , and the name of its initial, registered agent at such
address is Dennis Frauenberger.
�I ARTICLE VIII
+� BOARD OF DIRECTORS
The affairs of the Corporation shall be managed by a
H Board of Directors which shall be composed in its entirety of
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persons appointed by the Governing Body for terms of no more
1' than six (6) years. The number of directors constituting the
Board ofDirectors of the Corporation is five The names
p (5) .
i and street addresses of the persons who are to serve as the
initial directors , and the expiration of their initial terms as
directors are as follows :
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1 Date of Expira-
tion of Term
1 PRESTON BULLARD 2907 Highway 1128
Pearland , TX 77581 February 1 , 1990
DENNIS M. FRAUENBERGER 2602 Taylor Lane
Pearland, TX 77581 February 1 , 1990
ZOLTON OLAH 2501 Green Tee Drive
Pearland, TX 77581 February 1 , 1990
FREDDY R. CESSAC 3302 Knottingham
Pearland, TX 77581 February 1 , 1990
DAVID R. ARMBRUSTER 3301 Windsor
'++ Pearland , TX 77581 February 1 , 1990
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If ARTICLE XI
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I AMENDMENT OF ARTICLES
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The Articles of Incorporation may at any time and
from time to time be amended by the Board of Directors or by
the Governing Body, subject to such restrictions and in accord-
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ance with the procedures provided in the Act and so long as the
1 Articles of Incorporation, as amended, contain only such pro-
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1 visions as are lawful under the Act.
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• ARTICLE XII
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DIVIDENDS , EARNINGS AND ACTIVITIES !
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No dividends shall ever be paid by the Corporation and
no part of its net earnings remaining after payment of its
• expenses shall be distributed to or inure to the benefit of its
or officers of anyindividual , firm, corporation, or
directorsP
association, except that in the event the Board of Directors I
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shall determine that sufficient provision has been made for the
' full payment of the expenses , bonds , and other obligations of f I
the Corporation, than any net earnings of the Corporation i
thereafter accruing shall be paid to the Governing Body. No
part of the Corporation' s activities shall be carrying on [
propaganda, or otherwise attempting to influence legislation,
and it shall not participate in, or intervene in ( including the
publishing or distributing of statements) , any political campaign
• on behalf of or in opposition to anycandidate for public
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11 ARTICLE XIII
f. DISSOLUTION
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If the Corporation ever should be dissolved when it
L has , or is entitled to, any interest in any funds or property
I:. i, of any kind , real , personal, or mixed , such funds or property
or rights thereto shall not be transferred to private ownership,
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�! but shall be transferred and delivered to the Governing Body
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' after satisfaction or provisions for satisfaciton of debts and
claims .
ARTICLE XIV I
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INCORPORATORS
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j; The names and street addresses of the incorporators „
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are as follows :
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i+.ill Name Address
I: BENJAI'IIN H. BEST, II 5203 Apple Springs
• i! Pearland , TX 77584
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Name Address
GUY B. ROBERTS • 5102 Rockland
Pearland , TX 77584
KERRY E. SPRADLEY 2715 Pinecone Lane
Pearland , TX 77581
ARTICLE XV
SPONSORING ENTITY
The name of the sponsoring entity is the City of
Pearland , Texas , and the address of such sponsor is 2335 North
Texas Avenue, Pearland, Texas , 77581 .
The sponsoring entity, by and through its duly elected
governing body, has specifically authorized by Resolution the
Corporation to act on its behalf to further the public purpose
set forth in these Articles of Incorporation and has by said
Resolution approved these Articles of Incorporation. A copy of
said Resolution is attached to these Articles of Incorporation
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H and made a part hereof for all purposes .
II
IN WITNESS WHEREOF, we have hereunto set our hands on
this day of , 1984.
BENJAMIN H. BEST, II
L
GUY B. ROBERTS
C
LKERRY E. SPRADLEY
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THE STATE OF TEXAS §
COUNTIES OF BRAZORIA AND HARRIS §
I , the undersigned , a Notary Public , do hereby certify
that on this day of , 1984 , personally
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appeared before me : EE
BENJAZIIN H. BEST, II
GUY B. ROBERTS I
KERRY E. SPRADLEY
who being by me first duly sworn , severally declared that they I
are the persons who signed the foregoing Articles of Incorpora-
tion as incorporators , and that the statements therein contained
are true.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal the day and year above written. E
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NOTARY PUBLIC, STATE OF TEXAS
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BYLAWS OF
PEARLAND HEALTH FACILITIES DEVELOPMENT CORPORATION
ARTICLE I
POWERS AND PURPOSES
Section 1 . Financing of Health Facilities Projects . In
order to implement the purposes for which the Pearland Health
Facilities Development Corporation (the "Corporation") was formed
as set forth in the Articles of Incorporation, the Corporation
shall issue obligations to finance all or part of the cost of one
or more projects as defined in the Health Facilities Development
Act of 1981 , Article 1528j , Vernon' s Texas Civil Statutes , as
amended (the "Act") .
Section 2 . Conditions Precedent to Issuance of Obliga-
tions. The Corporation shall not issue any obligations unless :
(1 ) At least 14 days prior to the issuance of bonds or
other debt obligations by the Corporation, such Corporation
files with the City Council (the "Governing Body") of the
City of Pearland (the "Sponsoring Entity") a full and complete
description of any health facility, the cost of which is to
be paid in whole or in part from the proceeds of bonds or
other debt obligations of the Corporation proposed to be
issued , including an explanation of the projected costs of
and the necessity for such proposed health facility and the
name of the proposed user of such health facility.
(2) All bonds shall contain on the face thereof a
statement to the effect that (a) neither the State of Texas
nor any political subdivision or agency of the State of
Texas , including the City of Pearland (the "Sponsoring
Entity") , shall be obligated to pay said bonds or the interest
thereon, and (b) that neither the faith or credit nor the
taxing power of the State of Texas , said Sponsoring Entity,
or any other political subdivision or agency thereof is
pledged to the payment of the principal of, redemption
premiums , if any, or interest on such bonds .
Section 3 . Books and Records ' Approval of Programs and
Financial Statements. The Corporation shall keep correct and
complete books and records of account and shall also keep minutes
of the proceedings of its Board of Directors (the "Board of
Directors") and committees having any of the authority of the
Board of Directors. All books and records of the Corporation may
be inspected by any director or his agent or attorney for any
proper purpose at any reasonable time; and at all times the
Governing Body will have access to the books and records of the
Corporation. The City shall be entitled to approve all programs
and expenditures of the Corporation and annually review any
financial statements of the Corporation.
Section 4. Nonprofit Corporation. The Corporation
shall be a nonprofit corporation. No dividends shall ever be
paid by the Corporation and no part of its net earnings remaining
after payment of its expenses shall inure to the benefit of any
of its directors or officers of any individual, firm or corporation,
except that in the event the Board of Directors shall determine
that sufficient provision has been made for the full payment of
the expenses , bonds and other obligations of the Corporation
issued to finance all or part of the cost of a project, then any
net earnings of the Corporation thereafter accruing with respect
to said project shall be paid to the City.
ARTICLE II
BOARD OF DIRECTORS
Section 1 . Powers , Number and Term of Office. The
property and affairs of the Corporation shall be managed and
controlled by the Board of Directors and , subject to the restric-
tions imposed by law, the Articles of Incorporation and these
Bylaws , the Board of Directors shall exercise all of the powers
of the Corporation.
The Board of Directors shall consist of five (5)
directors , each of whom shall be appointed by the Governing
Body.
The directors constituting the first Board of Directors
shall be those directors named in the Articles of Incorporation,
each of whom shall serve for a term established in the Articles
of Incorporation or until his or her successor is appointed as
hereinafter provided. Subsequent directors shall hold office for
a term established by the Governing Body or until their successors
are appointed by the Governing Body.
Any director may be removed from office , by the Governing
Body, for cause or at will.
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Section 2 . Meetings of Directors . The directors may
hold their meetings at such place or places in the State of Texas ,
as the Board of Directors may, from time to time, determine;
provided , however , in the absence of any such determination by
the Board of Directors , the meetings shall be held at the registered
office of the Corporation in the State of Texas.
Section 3 . Regular Meetings . Regular meetings of the
Board of Directors shall be held without the necessity of notice
at such times and places as shall be designated , from time to
time, by resolution of the Board of Directors.
Section 4. Special Meetings . Special meetings of the
Board of Directors shall be held whenever called by the president ,
by the secretary, by a majority of the directors for the time
being in office or upon advice or request by the Governing Body.
The secretary shall give notice to each director of
each Special Meeting in person, or by mail, telephone or telegraph,
at least two (2) hours before the meeting. Unless otherwise
indicated in the notice thereof, any and all matters pertaining
to the purposes of the Corporation may be considered and acted
upon at a Special Meeting. At any meeting at which every director
shall be present, even though without any notice, any matter
pertaining to the purpose of the Corporation may be considered
and acted upon.
Section 5 . Quorum. A majority of the directors fixed
by the Articles of Incorporation shall constitute a quorum for
the consideration of matters pertaining to the purposes of the
Corporation. The act of a majority of the directors present at a
meeting at which a quorum is in attendance shall constitute the
act of the Board of Directors , unless the act of a greater number
is required by law.
Section 6 . Conduct of Business . At the meetings of
the Board of Directors , matters pertaining to the purposes of the
Corporation shall be considered in such order as from time to
time the Board of Directors may determine.
At all meetings of the Board of Directors , the president
shall preside, and in the absence of the president, the vice
president shall exercise the powers of the president.
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The secretary of the Corporation shall act as secretary
of all meetings of the Board of Directors , but in the absence of
the secretary, the presiding officer may appoint any person to
act as secretary of the meeting.
Section 7 . Executive Committee. The Board of Direc-
tors , by resolution passed by a majority of the directors in
office, may designate two or more directors to constitute an
executive committee, which committee, to the extent provided in
such resolution, shall have and may exercise all of the authority
of the Board of Directors in the management of the Corporation,
except where action of the Board of Directors is specified by
law. The executive committee shall act in the manner provided in
such resolution. The executive committee so designated shall
keep regular minutes of the transactions of its meetings and
shall cause such minutes to be recorded in books kept for that
purpose in the office of the Corporation, and shall report the
same to the Board of Directors from time to time.
Section 8 . Compensation of Directors . Directors as
such shall not receive any salary or compensation for their
services , except that they shall be reimbursed for their actual
expenses incurred in the performance of their duties hereunder.
ARTICLE III
OFFICERS
Section 1 . Titles and Term of Office. The Officers of
the Corporation shall be chosen by the Board of Directors. The
officers shall be a president and a vice president, who shall be
members of the Board of Directors , and a secretary and a treasurer,
who may or may not be members of the Board of Directors , and such
other officers who may or may not be members of the Board of
Directors , as the Board of Directors may from time to time elect
or appoint. The Board of Directors shall elect or appoint such
officers at its first meeting and at the first meeting of the
fiscal year in each alternate year thereafter. One person may
hold more than one office , except that the president shall not
hold the office of secretary. Officers of the Corporation shall
serve for a term of two years or until their successors are chosen
and qualified in their stead.
All officers shall be subject to removal from office ,
with or without cause, at any time by a vote of a majority of the
entire Board of Directors .
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A vacancy in the office of any officer shall be filled
by a vote of a majority of the directors.
Section 2 . Powers and Duties of the President. The
president shall be the chief executive officer of the Corporation
and , subject to the Board of Directors , he shall be in general
charge of the properties and affairs of the Corporation; he shall
preside at all meetings of the Board of Directors ; in furtherance
of the purposes of the Corporation, he may sign and execute all
contracts , conveyances , franchises , bonds , deeds , assignments ,
mortgages , notes and other instruments in the name of the Corpo-
ration.
Section 3 . Vice President. The vice president shall
have such powers and duties as may be assigned to him by the
Board of Directors and shall exercise the powers of the president
during that officer' s absence or inability to act. Any action
taken by the vice president in the performance of the duties of
the president shall be conclusive evidence of the absence or
inability to act of the president at the time such action was
taken.
Section 4. Treasurer. The treasurer shall have custody
of all the funds and securities of the Corporation which come
into his hands . When necessary or proper , he may endorse, on
behalf of the Corporation, for collection, checks, notes and
other obligations and shall deposit the same to the credit of the
Corporation in such bank or banks or depositories as shall be
designated in the manner prescribed by the Board of Directors ; he
may sign all receipts and vouchers for payment made to the
Corporation, either alone or jointly with such other officer as
is designated by the Board of Directors ; whenever required by the
Board of Directors , he shall render a statement of his cash
account; he shall enter or cause to be entered regularly in the
books of the Corporation to be kept by him for that purpose full
and accurate accounts of all monies received and paid out on
account of the Corporation; he shall perform all acts incident to
the position of treasurer subject to the control of the Board of
Directors ; he shall , if required by the Board of Directors , give
such bond for the faithful discharge of his duties in such form
as the Board of Directors may require.
Section 5 . Secretary. The secretary shall. keep the
minutes of all meetings of the Board of Directors in books provided
for that purpose; he shall attend to the giving and serving of
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all notices ; in furtherance of the purposes of this Corporation,
he may sign, with the president in the name of the Corporation,
and/or attest the signature thereto , all contracts , conveyances ,
franchises , bonds , deeds , assignments , mortgages , notes and other
instruments of the Corporation; he shall have charge of the
corporate books, records , documents and instruments , except the
books of account and financial records and securities of which
the treasurer shall have custody and charge, and such other books
and papers as the Board of Directors may direct , all of which
shall at all reasonable times be open to inspection upon application
at the office of the Corporation during business hours , and he
shall in general perform all duties incident of the office of
secretary subject to the control of the Board of Directors .
Section 6 . Compensation. Officers as such shall not
receive any salary or compensation for their services , except
that they shall be reimbursed for their actual expenses incurred
in the performance of their duties hereunder.
ARTICLE IV
PROVISIONS REGARDING ARTICLES OF INCORPORATION
AND BYLAWS
Section 1 . Effective Date . These Bylaws shall become
effective only upon the occurrence of the following events :
(1 ) the approval of these Bylaws by the
Governing Body; and
(2) the adoption of these Bylaws by the
Board of Directors.
Section 2 . Amendments to Articles of Incorporation and
and Bylaws . The Articles of Incorporation may at any time and
from time to time be amended , provided that the Board of Directors
files with the Governing Body a written application requesting
that the Governing Body approve such amendment to the Articles of
Incorporation, specifying in such application the amendment or
amendments proposed to be made. If the Governing Body by appro-
priate resolution finds and determines that it is advisable that
the proposed amendment be made, authorizes the same to be made
and approves the form of the proposed amendment , the Board of
Directors shall proceed to amend the Articles as provided in the
Act.
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The Articles of Incorporation may also be amended at
any time by the Governing Body at its sole discretion by adopting
an amendment to the Articles of Incorporation of the Corporation
by resolution of the Governing Body and delivering the Articles
of Amendment to the Secretary of State as provided in the Act.
These Bylaws may be amended by majority vote of the
Board of Directors with the written approval of the Governing
Body as provided above. The Bylaws may also be amended by the
Governing Body as provided above.
Section 3 . Interpretation of Bylaws . These Bylaws and
all the terms and provisions hereof shall be liberally construed
to effectuate the purposes set forth herein. If any word , phrase ,
clause, sentence, paragraph, section or other part of these
Bylaws , or the application thereof to any person or circumstance ,
shall ever be held to be invalid or unconstitutional by any court
of competent jurisdiction, the remainder of these Bylaws and the
application of such word, phrase, clause, sentence, paragraph,
section or other part of these Bylaws to any other person or
circumstance shall not be affected thereby.
ARTICLE V
GENERAL PROVISIONS
Section 1 . Principal Office. The principal office of
the Corporation shall be located within the City of Pearland ,
Texas .
The Corporation shall have and continuously maintain in
the State of Texas (the "State") a registered office, and a
registered agent whose business office is identical with such
registered office, as required by the Act. The registered office
may be, but need not be, identical with the principal office in
the State , and the address of the registered office may be changed
from time to time by the Board of Directors , pursuant to the
requirements of the Act.
Section 2 . Fiscal Year. The fiscal year of the Corpo-
ration shall commence and end the follow-
ing
Section 3 . Seal. The seal of the Corporation shall be
as determined by the Board of Directors.
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Section 4 . Notice and Waiver of Notice. Whenever any
notice whatsoever is required to be given under the provisions of
the Act , the Articles of Incorporation or these Bylaws , said
notice shall be deemed to be sufficient if given by depositing
the same in a post office box in a sealed , postpaid wrapper,
addressed to the person entitled thereto at his post office
address , as it appears on the books of the Corporation, and such
notice shall be deemed to have been given on the day of such
mailing. Attendance of a director at a meeting shall constitute
a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to the
transaction of any business on the grounds that the meeting is
not lawfully called or convened. Neither the business to be
transacted at nor the purpose of any Regular or Special Meeting
of the Board of Directors need be specified in the notice or
waiver of notice of such meeting, unless required by the Board of
Directors . A waiver of notice in writing, signed by the person
or persons entitled to said notice, whether before or after the
time stated therein , shall be deemed equivalent to the giving of
such notice.
Section 5 . Resignations . Any director or officer may
resign at any time. Such resignation shall be made in writing
and shall take effect at the time specified therein, or, if no
time be specified , at the time of its receipt by the president or
secretary. The acceptance of a resignation shall not be necessary
to make it effective, unless expressly so provided in the
resignation.
Section 6 . Action Without a Meeting of Directors or
Committees . Any action which may be taken at a meeting of the
Board of Directors or of any committee may be taken without a
meeting if a consent in writing, setting forth the action to be
taken, shall be signed by all of the directors , or all of the members
of the committee, as the case may be. Such consent shall have
the same force and effect as a unanimous vote and may be stated
as such in any articles or document filed with the Secretary of
State.
Section 7 . Approval or Advice and Consent of the Gov-
erning Body. To the extent that these Bylaws refer to any approval
by the City or refer to advice and consent by the City, such
advice and consent shall be evidenced by a certified copy of a
resolution, order or motion duly adopted by the Governing Body.
-8-
h .�. i
Section 8 . Organizational Control. The City may, at
its sole discretion, and at any time, alter or change the structure,
organization, programs or activities of the Corporation ( including
the power to terminate the Corporation) , subject to any limitation
on the impairment of contracts entered into by such Corporation.
Representatives of the City (the "Sponsoring Entity") shall have
access at any time to all books and records of the Corporation.
Section 9 . Dissolution of the Corporation. Upon dis-
solution of the Corporation, whether instituted by the Governing
Body of the Sponsoring Entity (the "City") or by the Board of
Directors of such Corporation, the title to all funds and properties
then owned by such Corporation shall automatically vest in such
Sponsoring Entity without any further conveyance , transfer, or
act of any kind whatsoever.
Section 10 . Indemnification. The Corporation shall
indemnify any director, officer or agent for expenses and costs ,
including attorney' s fees , actually and necessarily incurred by
him in connection with any claims asserted against him, by action
in court or otherwise , by reason of his being or having been a
director, officer or agent, except in relation to matters to
which he shall have been guilty of negligence or misconduct in
respect of the matter in which indemnity is sought.
Section 11 . Invalid Provisions . If any part of these
Bylaws shall be held invalid or inoperative for any reason, the
remaining parts , so far as possible and reasonable , shall be
valid and operative.
-9-
FULBRIGHT & JAWORSKI
BANK OF THE SOUTHWEST BUILDING
1150 CONNECTICUT AVE.,N.W. HOUSTON, TEXAS 77002 LANDMARK BUILDING, SUITE 200
WASHINGTON.D.C.20036 TELEPHONE (713) 651-5151 705 EAST HOUSTON AVENUE
TELEPHONE (202)452-6800 SAN ANTONIO,TEXAS 78205
TELEX 89-2602 TELEX 76-2829 TELEPHONE (512) 224-5575
AMERICAN BANK TOWER,SUITE 1740 IN DALLAS 2 ST.JAMES'S PLACE
221 WEST SIXTH STREET OUMAS,HUGUENIN,BOOTHMAN 6 MORROW LONDON, SWIA INP
AUSTIN,TEXAS 78701 1509 MAIN STREET TELEPHONE(01)629-1207
TELEPHONE (512)474-5201 DALLAS,TEXAS 75201 TELEX 28310
TELEPHONE(214)741-3458
JOHN M. ORR
PARTNER
651-3625
ANALYSIS
OF
HEALTH FACILITIES DEVELOPMENT ACT
PURPOSE:
The Health Facilities Development Act (the "Act" )
authorizes the creation of non-profit health facilities
development corporations to finance health care facilities
with "tax-exempt" bonds. The Act became effective on
August 31, 1981. The Act is intended to reduce the cost of
health care and to enable hospitals and other health care
institutions to be established in areas where they would not
otherwise be feasible.
SECTION BY SECTION ANALYSIS:
Section 1.01. Title of the Act.
Section 1 .02 . Statement of purpose.
Section 1.03 . Definitions. "Health facility" ,
which may be financed under the Act, is defined as any
property the financing, acquisition, construction, improve-
ment, furnishing, or equipping of which is found by the
board of directors of a health facility development corpora-
tion ( "corporation" ) to be required, necessary, or convenient
for health care, research, or education within the state. A
corporation may not finance any nursing home organized for
profit.
Section 2 . 01. Any city, county, or hospital
district ( "sponsoring entity" ) is authorized to create
nonmember, nonstock, non-profit public corporations for the
purpose of acquiring, constructing, improving, and financing
health facilities. Such sponsoring entities are prohibited
from lending their credit or granting any public money or
thing of value in aid of such corporations .
Section 2 .02 . A sponsoring entity may create a
corporation after finding and determining that it is in the
public interest and for the benefit of its residents and
citizens of this state that a corporation be created to
promote and develop new, expanded, or improved health faci-
lities in order assist the maintenance of the public health
and the public welfare. The articles of incorporation,
including the names of the incorporators, must be approved
by the sponsoring entity.
Section 2 .03 . Provides for the filing of articles
of incorporation with and the issuance of a certificate of
incorporation by the Secretary of State.
Section 2 .04. Provides for the holding and notice
of an organizational meeting of the board of directors of a
corporation.
Section 2 .05. The articles of incorporation of a
corporation may be amended, in the form prescribed in this
Section, only when and if the sponsoring entity authorizes
or directs such amendment to be made.
Section 2.06. Provides for the filing of articles
of amendment with and the issuance of a certificate of
amendment by the Secretary of State.
Section 2.07. Provides for the filing of restated
articles of incorporation with the approval of the sponsor-
ing entity and defines the form of such restated articles.
Section 2 .08 . Provides for the filing of restated
articles of incorporation with and the issuance of a re-
stated certificate of incorporation by the Secretary of
State.
Section 3 .01 . Each corporation must continuously
maintain in this state a registered office and a registered
agent.
Section 3 .02 . Provides for the changing of a
corporation' s registered office or registered agent.
-2-
Section 3 .03 . Process may be served on the presi-
dent, the vice president, and the registered agent of a
corporation. The Secretary of State shall be an agent of a
corporation for purposes of the service of process, notice,
or demand if the registered agent cannot be found.
Section 3 .04. The affairs of a corporation shall
be manage by a board of directors consisting of three or
more natural persons appointed by the sponsoring entity for
a term of not more than six years. Directors may be removed
by the sponsoring entity for cause or at will. Directors
shall serve without compensation, but may be reimbursed for
out-of-pocket expenses.
Section 3 .05. The bylaws of a corporation shall
be adopted and may be amended by its board of directors and
are subject to the approval of the sponsoring entity.
Section 3 .06 . The board of directors may designate
committees of two or more directors to exercise the authority
of the board of directors in the management of the corpora-
tion, and may designate other committees for other purposes
without such delegation of authority.
Section 3 .07 . Meetings of the board of directors
may be held at any location within the state, with the
notice prescribed in the bylaws in the case of special
meetings. Notice of meetings need not specify the purpose
of or business to be transacted at the meeting unless re-
quired by the bylaws. This Section also establishes a
quorum and permits action by the board of directors to be
taken without a meeting if a consent to such effect is
signed by all directors or all committee members .
Section 3 .08. The officers of a corporation shall
consist of a president, a vice president, a secretary, and
such other officers as may be deemed necessary, all of whom
may serve for terms not exceeding three years and may be
removed at will .
Section 3 .09. A corporation shall be empowered to
indemnify any director or officer for expenses incurred in
connection with any claim asserted against him by reason of
his service on the board unless he is guilty of negligence
or misconduct. A court may order such indemnity to the
extent reasonable and equitable if not granted voluntarily
by the corporation.
-3-
Section 4.01. Each corporation shall have the
rights and powers necessary or convenient to accomplish its
purposes, including the powers among others:
(a) to provide health facilities within or
partially within the limits of the sponsoring entity
or, with the consent of every other sponsoring entity
within which such health facility is to be located,
outside of the limits of the sponsoring entity;
(b) to lease any such health facility upon
terms deemed advisable;
(c) to sell any such health facility upon
terms deemed advisable;
(d) to make contracts, borrow money, issue
bonds, and secure its obligations by mortgage or pledge
of any of its properties; and
(e) to make loans for the purpose of financ-
ing any part of the cost of a health facility, includ-
ing the refunding of outstanding obligations incurred
to pay for such cost.
A corporation is prohibited from incurring financial obliga-
tions under the Act unless payable solely from the proceeds
of bonds, revenues derived from the lease or sale of a
health facility or realized from a loan made by the corpora-
tion to finance or refinance in whole or in part a health
facility, revenues derived from operating a health facility,
or any other revenues as may be provided by the user of a
health facility. All of the above powers are subject at all
times to the control of the sponsoring entity. A sponsoring
entity is prohibited from delegating to a corporation the
power of taxation, the power of eminent domain, police
power, or any equivalent sovereign power of the state or
such sponsoring entity.
Section 4.02 . Provides procedures for the convey-
ance of land.
Section 4.03 . A corporation must file with the
sponsoring entity a full and complete description of any
health facility to be financed from proceeds of bonds,
including an explanation of the projected costs of and
-4-
necessity for such health facility and the name of the user
of such health facility, at least 14 days prior to the
issuance of such bonds.
Section 4.04. A corporation is authorized to
issue, sell, and deliver its bonds for the purpose of paying
the cost of health facilities. The terms of such bonds
shall be determined by the corporation. The principal of,
redemption premium, if any, and interest on such bonds may
be payable solely from and be secured by a pledge of all or
any part of the proceeds of bonds, revenues derived from the
lease or sale of a health facility or realized from a loan
made by corporation to finance or refinance in whole or in
part a health facility, revenues derived from operating a
health facility, or any other revenues as may be provided by
a user of a health facility. The corporation may sell the
bonds at such price as it shall determine in public or
private sale. The maximum net effective interest rate of
such bonds, as determined pursuant to Art. 717k-2 , V.T.C.S. ,
as amended, shall not exceed a rate equal to the maximum
annual interest rate established for business loans of
$250, 000 or more in this state. A corporation' s expenses in
connection with issuance of such bonds shall be paid from
the proceeds of the bonds, and such proceeds shall otherwise
be used solely to pay the costs of, or to make a loan to pay
the costs of, a health facility or facilities.
Section 4.05 . A corporation is authorized to
issue, sell, and deliver refunding bonds under terms ap-
proved by the corporation.
Section 4.06. A corporation' s bonds must contain
on their face a statement that neither the State of Texas
nor the sponsoring entity or any other political subdivision
is obligated to pay the bonds and that neither the faith and
credit nor the taxing power of the State of Texas, the
sponsoring entity, or any other political subdivision or
agency is pledged to pay the bonds.
Section 4. 07. The bonds shall be exempt securi-
ties under the Texas Securities Act, Art. 581-1 et sect. ,
V.T.C.S. , but the underlying financial arrangements with a
user of the health facility shall be subject to the Texas
Securities Act unless such arrangements or any guarantee
thereof are otherwise exempt under the provisions of Texas
Securities Act.
-5-
Section 4.08 . Unless otherwise ineligible a cor-
poration' s bonds shall be legal and authorized investments
for financial institutions and public funds described in
this Section and shall be eligible to secure the deposits of
public funds described in this Section.
Section 4. 09 . A security interest granted by the
corporation may be perfected in the manner and with the
effect described in Chapter 9 of the Texas Uniform Commercial
Code.
Section 4. 10 . A health facility owned by a cor-
poration shall not be taxable to the corporation, but shall
be taxable to the user of such health facility to the same
extent and subject to the same exemption from taxation, if
any, as if such health facility were owned by such user. A
corporation shall be exempt from all taxation by the state
and every municipal corporation and political subdivision
hereof. All bonds issued by a corporation, their transfer,
the interest thereon, and profits from the sale or exchange
thereof shall be exempt from taxation by the state or any
municipal corporation or political subdivision thereof.
Section 4.11. A corporation shall be a non-profit
corporation; no part of its net earnings shall inure to the
benefit of any person other than the sponsoring entity.
Section 4.12 . A sponsoring entity may, in its
sole discretion and at any time, alter the structure, organ-
ization, program, or activities of a corporation, subject
only to the sanctity of contracts entered into by such
corporation. The books and records of a corporation shall
be open to representatives of the sponsoring entity.
Section 5 .01. A sponsoring entity may dissolve a
corporation whenever the payment of all bonds and obliga-
tions has been made or provided for. The format and proced-
ures for filing articles of dissolution with and the issuance
of a certificate of dissolution by the Secretary of State
are provided in this Section. Upon dissolution title to all
funds and property then owned by the corporation shall
automatically vest in the sponsoring entity.
-6-
Section 5.02 . Dissolution of a corporation shall
not impair any remedy available to or against the corpora-
tion or its directors for any right, claim, or liability
then existing if action thereon is set within three years of
the dissolution.
Section 6.01. Provides for waivers of notices.
Section 6.02 . The articles of incorporation may
impose greater voting requirements than required by the Act.
Section 6.03 . The Secretary of State shall charge
the same fees for filing and issuing documents under the Act
as are charged by the Secretary of State for such filings
and issuances under the Texas Non-Profit Corporation Act,
Art. 1396, V.T.C.S. , as amended from time to time.
Section 6.04. Authorizes the Secretary of State
to perform the duties imposed upon him under the Act.
Section 6.05. Provides for an appeal to any
district court of Travis County at a trial de novo from any
refusal by the Secretary of State to approve any documents
subject to his approval under the Act.
Section 6 .06. Certificates issued by the Secretary
of State under the Act, and certified copies of documents
filed with the Secretary of State under the Act, shall be
prima facie evidence of the facts therein stated.
Section 6 .07 . Permits the Legislature to amend,
repeal, or modify the provisions of the Act without being
deemed to impair a contract with any corporation previously
created.
Section 7 .01. The Act is cumulative of other
laws, but sufficient authority within itself for the crea-
tion of a corporation and for its actions authorized by the
Act; the Act prevails in the case of a conflict of other
-7-
laws . The Act shall not exempt a corporation or any user
from compliance with the Texas Health Planning and Develop-
ment Act, Art. 4418h, V.T.C. S . , as amended. The police
powers of the state and its municipal corporations and poli-
tical subdivisions over any properties of a corporation are
reserved.
Sections 7 . 02 and 7 . 03 . Severability clauses .
Section 7. 04. Statement of emergency and impera-
tive public necessity that the constitutional rule requiring
three successive readings be suspended and that the Act take
effect upon passage.
-8-
r j.: '1 SB18 8.B. 766 �'
• , AS PINALLY PAS MD
. • A. :I ;air TO GONEilial
t.
•
{ . . #� AN ACT . 1•.
• ' • • • 2, ,•1,1 relating to the incorporation, regulation, administration,' funding, .;, / •
' ' • •�•• ` • M : • ' 3, and dissolution of nonprofit health facilities development , •' i. j i
• •7 :' i •.
•'f. • 4 •• corporations created by cities, counties, and hospita
l „ _districts • . •
•
•
•
L ; for the public purpose of promoting and developing. •
4 .,
•��:.i '.' ' •. �. .. new, expanded, ' : �
• i and improved health-care and .health-care-related facilities •(. "C ,
7 . necessary for health care, research, and educations prescribing the • ' k .
+'+' • : 'I.
• • ' • :..f • 8, •duties, powers, and privileges, of the corporations and their ...�. ` 1
• ' 9 sponsoring political entities; making certain provisions for tax , 4 ' ''.4 C
10 exemptions and taxation of users. •
�jj ,�f�
ail:. ,i1
t '" !S r • 11 BE I T ENACTED BY THE LEGISLATURE Of THE STATE OP TEXAS t '' ( j
12 • SECTION 1.01. This Act ' may be cited as the "Health •�, : (
g •
13 facilities Development Act." • ,'Its '
� , . ,.� _ , • - 14 SECTION 1.02. It is hereby found• , determined, and declared ..
. ' • i• . '1
' i q 15 that the present and prospective health, safety, and general ' r
16 • welter* of tie people of this state require theproviding' by health `
i''. 17 facilities, as defined in this.Act, of adequate, reasonable, and '• ;" } r '
_ 18accessiblehealtheducation;
care, research, and that such health, . ' .C.V,' •
•` 1.,,:. :''••• : ••s` '. r..•:; ••
:' . 1,f
.19 • facilities in many portions of this state are presently obsolete, .-;
' 20 inadequate, or insufficient in number; and -.".hat the cost of health .:; " ,
' 21 care, research, and education within this state has in many cases ,
•
22 , become er .essive. It is the purpose of thi.: Act to enable cities, .4• t..y;' •' ,
, ,.t•. tii'
•
23,?, counties, and hospital districts, as defined in this Act, to create ,,,' '
•
24 corporations, as defined in this Act, with powers to provide,, . '' • '• ;
•
• •
25 expand, and improve health facilities, as defined in this Act, i1` .�•.
26 determined by such corporations to be n�:eded for the purpose ,of "' ' ,
•
•• S.B. No. 766 - S.B. No. 766
equaey, cost, and accessibility
of health cars, 1' (A) the cost of the acquisition of all land, rights-of-way,
education within this state. It is therefore 2 options to purchase land, easements, leasehold estates in land, and .
policy that the 3 interests of all kinds in land related to such health facility; y
sclared as a matter of public po Y
ch corporations, the issuance of revenue bonds and 4 (B) the cost of the acquisition, construction, repair, '. . .. ; ,
powers of 5 renovation, remodelin or im rovement of all buildin s and
rporations, and the exercise of the other
s, all as herein provided, are in the public j 6 structures to be used as or in eonju{�etion with . such health ;1� a'.y ,
This Y 7 facility; ; '! •• • .
•,.,
n furtherance of an important public purpose. ' �1 .
with the 8 (C) the cost of site preparation, including the cost of I .ore be liberally construed in conformity �,3:.
legislature herein expressed.
9 demolishing or removing any buildings or structures the removal of . ..1
providing such health facility; . '
03. When used in this Act, unless the context 10 .which is ' necessaryor incident to C ..
I • ,' 11 ' (D) the cost of architectural, 'engineering, legal, and t
Trent definition:
preparation plans. , .�
:d of directors" means the board of directors of any 12 related services; the cost of the re aration of . , . .`
;nixed pursuant to the provisions of this Act. 13 specifications, studies, surveys,' and estimates of cost and of 7...,�' .,
is" means bonds, notes, :interim certificates, or 14 ' revenue; r and all other expenses necessary or incident to planning, ''.
of indebtedness of a corpor
ation issued pursuant to ' ` , 1 15 providing, or determining the feasibility4 and practicability of f.�• .i,', '
16 such health facility `
corporation of this state 17 (E) the cost of all machinery, equipment, furnishings, and 1 i 11' •
y" means any municipal
ting or created hereafter, whether existing or 18 . facilities necessary or incident to the equipping of such health 1: :,
t 19 facility so that it may be placed in operation; Aral law or pursuant to a home-rule U charter. .
poration" means any health facilities development A 20 (F) the cost of financing charges and interest prior to and ". : ;)
ated and existing under the provisions of this Act y 21 • during construction and for a maximum of two years after completion .; j .� ,r
rporation and constituted authority !or the purposes 22 of construction and the start-up costs --of such health facility '
1 u ction and for a maximum of two e r c .T . ,' V1:
d ring constru y a s after ompletioa !
,is Act.
it" as applied to a health facility, as herein 1 24 of construction; '
(C) any and all costs paid or incurred in connection with .. `�,::
and includes any and: all costs of such health 25 •
y ^ /
generality of the foregoing, 26 the financing of such health facility, including out-of-pocket • ' 'i: • '
rithout limiting the g •
27 • • expenses and compensation described in Subseotion (e) of Section
��, •
;'
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991. 'oN '09
S.B. No. 766 .. 4
•
S.B. No. 766
tural parsons, not less, than throe, each of whom 1s 1 (10)• the name and address' •of the sponsoring..entity and a
nsoring entity,
s of age and a resident of the spo 2 statement that the sponsoring entity has by resolution specifically
oratorsof such corporation by signing and
I n•
as incorp 3 authorised the corporatio to' acr dh its behalf . to• further'• the
the original
rticles. of incorporation and delivering 4•; / public purpose set forth• in' the articles of incorporation and has j`, .: ,
ration to the secretary of
pf the articles of�incorpo S ; approved the articles of incorporation. 1 : ; '•� •
ration of the corporation shall set• ' 1 : ,
ides of•ineorpo ` 6 : . It shall' not be necessary to set forth in the articles of t; f•,
• • .1
e ! ' ' 7 incorporation any of the corporate powers enumerated in this Act. ''
•corporation; •. 8 Unless the articles of incorporation provide that •a change in the 1 ,
nave of the nonprofit public '
statement that�thi corporation is a nonp �
9 ; number of directors shall be made only by amendment to the articles ' ,.1
f
v 10 of incorporation, a change in the number of directors made by � :
• ration, ,which may period of duration of the corporation, 11 amendment to the bylaws shall be controlling. : In all other cases
' ` • iZ whenever a provision of the articles • .of incorporation is . '
ore of the corporation is to j
statement that the Pure 13 • inconsistent with a bylaw, the provision of the . articles .of!;;; . :
improve, finance, an refinance health_ ' • ''��
ruct,• provide,.•. 14 incorporation shall be controlling. i
assist the maintenance of the public health;
15 SECTION 2.03. (a) The original and two copies of the ! .,�
corporation has no members and is a . ,
tatement that,the 16 i articles of incorporation and a certified copy of the resolution by F
•ration; i 17..� . the governing body of the sponsoring entity approving such articles '
of the internal affairs ., '
provision for the regulation18 shall be delivered to the secretary of state. If the secretary of ,
law, including any : ,`'
not inconsistent with fed 19 , state finds that the articles of .incorporation conform to the ';
gyration •
r perm to; be ,, • ! � ,
ich tinder ;hie )►ct is required 0 p ZO_ ` . requirements of this Act and have been approved .by the • governing - •
• 21 body .of the sponsoring entity, he shall, when all fees have been' �,.' ' :
pylaws; ` . ft 1, .,
treat address of its initial registered office and:, 22 paid as in this Act prescribed: 1 1'
registered agent at such street address. 23 (1) • endorse on the original and each copy of ! such • articles
to initial..; r i
directors constituting the initial 24 the word "tiled" and the • month, day, . and year of the tiling ,'a'.j
�e number of eq�'
addresses of the persons who„are • ', ,,.. ij ,
and the names and , 2S thereof; : yM ►';'• t
';
initial directors; (2) . file the. original of such articles in his office; and
ddress.of each ,incorporators and ;i .
1e name and street a 2? (3) issue two certificates of incorporation to each'of which -,;.
y•
S.B. No. 766 I • S.B. No. 766
1 the corporation was created by appropriate resolution finds and 1
one copy of such articles. --of
together wittl,a'copy 2 determines that such amendment is advisable and authorizes or '
: ' '• •
ertificate of incorporation, shall be delivered
3 directs that such amendment be made.
of incorporation affixed
erstO: their - 4 r ; ' (b) The articles of amendment shall be executed by the 11 •
tary of state to -the incorporators or
bo •
d of the sponsoring entity S corporation by its president or by a vice-president and by its • ; ..�
and. ..to-the governinq Y •
6 :.' secretary or 'an assistant secretary or by the presiding 'officer and '%
rhich the corporation was created. i i. ,'�.
,n the issuance of
the certificate of Incorporation, 7 the secretary or clerk of the governing body of the sponsori��g •�
existence shall begin, and such certificate of 6 entity on behalf of which the corporation was created, verified by ;:'
conclusive evidence that all conditions 9 one of the officers signing such articles, and shall set forth i
shall be (1) the name of the corporation; ' ' ' .
guired to be performed by
the incorporators and by the 10 I�.'1;
have been complied with and that the corporation 11 (2) if the amendment alters any provision of the original or
City ` 12 amended articles of incorporation, an identification by reference s. c
fed under this Act. 11
rpora '
2.04. After the Issuance of the certificate of 13 or description of the altered provision and • statement of its text
1.
Iv1l 1.
of the board of directors 14 as it is amended to read; if the amendment !e an addition to the }i. • Il`
an organizational meeting • ; " f i �;
�, • 15 original or amended articles of incorporation, a statement of that •,' ;
oration shall be held within this j•: 10,
�e articles of incorporation the 16 fact and the full text of each provision added; and • 'I • .
of the incorporators for k
call of • ` majority •ti l j [t
officers and' for such other 17 (3) the name and current address cf the sponsoring entity, a • +. . ; i I
iopting bylaws and electing ‘ � F
meeting• The incorporators ca111nQ � 16 statement that such amendment was authorized by the governing body , ! `
;pay come before thei
'Alive notice thereof by mail to each director ,.; 19 of the sponsoring entity, and the date of the meeting at which the I•• �I, ,
shall •
+ cles of incorporation, which notice shall state 20 amendment was adopted or approved by such governing body. i ' ,
ar_i 21 SECTION 2.06. (a) The .original and two copies of the PI ;
lace. of the meeting and shall be mailed, postage `i ,
end p ,' � . ;
less than five days Prior to the time of such meeting. 22 articles of amendment shall be delivered to the secretary of state
The article of incorporation shall be ,1: 23 together with a certified copy of the resolution of the 'governing '��: f
)N 2.05. (a) and as many 24 body •
of the sponsoring entity authorizing such articles. If the '
any ' time ` and from time to time in any , ' I ;
o long as such articles as amerced 25 secretary of state finds that the artic:•a of amendment conform to `t
may be desired s lawful under this Act when and 26 the requirements of this Act and ha�•e been authorized by the ,;.''' i'
ly such provisions as are law C
on behalf of which ', 27 governinq body of the sponsoring entity on behalf of which they ,•i�),�
of the sponsoring entity . . ,I,,•_+i tD
ruing body 1 . a ::' ,'
1 .NI 1 ;`.
• •
11 1.' .
F ,�
10 ... . ; , . .
i
' . 1r ,.,
•
• • S.B. No. 766 N�
S.B. No. 766
• 1 created, authorize, execute, and file restated articles of •
as created, he shall, when all fees have been paid as
2 incorporation which may restate either: ,
3 (1) the entire text of the articles of incorporation as ,i:
ascribed: .� . .•.
lyres on the original and on each copy of such and year o
4 ' amended or supplemented by all certificates ot_amendment previously
f the .f
word "tiled" and the month,. day, S issued by the secretary of state; or l +,
i +' 6 ; (2) the entire text of the articles of incorporation as l ,i
•
•
le the original of such articles in his office; and 7 amended or supplemented by all certificates of amendment previously '1. , �I
•
Bue two certificates of amendment to each of which he 8 issued by the secretary of state and as further amended by such +''' '
no copy, of such articles. •
9 restated articles of incorporation. • . 1
certificate of amendment, together with a COPY of the 10 (b) If the restated articles of incorporation restate the :li
the ', �'
s►endment affixed thereto, shall be delivered by 11 • entire articles of incorporation as amended and supplemented by all ' •4
rtate .to the corporation or its representative and to S 12 certificates of amendment previously issued by the ■ecretary of ', • ,
-
l body of the sponsoring entity, on behalf of which the : .
13 ' state, without making any further amendment thereof, the ' i.'.
ras created. 14 introductory paragraph shall contain a statement that the 1ti.'' ;'
1S instrument accurately copies the articles of incorporation and all :;' ; ''
,on the issuance of the certificate of amendment by the ;' ;;
the amendment shall become effective and the 16 amendments thereto that are in effect to date and that the
state, '.� .
deemed to be amended, +• .
incorporation shall be l 17 instrument• contains no change in the proviAions thereof, provided , "'� ;
18 that the number of directors then constituting the board of ;"
19 directors and the names and addresses of the persons then serving + :
•
amendment 'shall affect any existing cause of .action ,. ,.
pending suit to which
�r against such corporation, any 20 as directors Amy be inserted in lieu of similar information ti:':
ation shall be.a party, or the existing rights of any 21 concerning the initial board of directors, and the name and'address '' '.
in the event the corporate name shall be changed by `' 22 of each incorporator may be omitted. ,+ ' t
suit brought by or against such corporation under its +' 23 ''�' '
0 (c) If the restated articles of incorporation restate the ' t
shall abate for that reas .on 24 entire articles Of incorporation as amende1 and supplemented by all �: •i4,,•. :
N 2.07. (a) oration may, by following the ..
a A core ;' 2S certificates of amendment previously issues by the secretary of ', "7:!
this.,.
amend the articles of incorporation provided by 26 state and as further amended by auci restated bod articles of ; r
of 1
ing obtaining authorization from the governing Y
27 incorporation, the instrument containing sAch articles shells '
'.4. ' f
on behalf of which the corporation was
ng entity ).•.: t
13 e P
12 + /4
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S t
•
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99L '0N '8'S • 99L 'oN '9'S � '
• S.B. No. 766 5.8. No. 766
1 its president or vice-president and verified by his. The original
this state: 2 , and a copy of such statement shall be delivered to the secretary of
registered office, which may be, but need not be,- the
'a
3 state. If the secretary of state finds that such statement 1 ,
i principal office; and 4 conforms to the provisions of this Act, he shall, when all Nees . '•'' '`
a registered agent, which agent may be an individual ' rM
ip have beenpaid as in this Act
Prescribed: • �:�•:�• �.
1 this state whose business office is identical with such 6 ` l :�
(1) endorse on the original and the copy the word 'filed• . . •q'
office or a domestic or foreign corporation, whether for �� ; .' , ' .1 ,'
7 . ' and the month, day, and year of.the filing thereof; .. t'?
not for profit, authorized to transact business or to • , ' r�
8 , (2) - file the original env his office; and ' 1
1 affairs in this state which has a principal or business 9 . ,
(3) return . the copy.',, to. .- •the corporation' :or its'' 'r41 :'
ntical with such registered office. 10 , representative. ' 1M
ION 3.02. (a) A corporation may change its registered ' :1. :
11 (c) Upon such filing, • the change of address of the } •I
change its registered agent, or both, upon filing in the, j
g 12 registered office or the appointment of a new registered agent, or!l' +� , f
the secretary of state a statement setting forth: ,
r�
13 both, as the case may be, shall become effective, r f�;•t'
the name of the corporation; 14 (d) Any registered agent .of. .a corporation may resign by' ,-, ;
the post-office address of its then registered office; . _ �.,r�;,
15 r giving written notice: '. • r
�k .,4
if the post-office address of its registered office is' � • • 1•
16 • . .-(1) to the corporation at its last known address; and . •.!•t': '
angel, the post-office address to which the registered 17 (2) in triplicate (the ol f ginal and : two copies of the ? '�:.' ' ;
to be changed; 18 notice) to the. secretary of state within 10 days after mailing Or4.1'i !61' :
the name of its then registered agent; �'. . `
19 , delivery of said notice to the corporation. • • '
1L its registered agent is to be changed, • the: name of
,j; .
20 Such notice. shall include the last known + .address of the I; ;
sor registered agent; 21 . corporation and shall include a statement that written notice eV H.'•ir l '
a statement that the post-office address of its • /. •. ,•f {i
22 resignation has been given to the corporation and the date thereof. •:: ' �� �. g'
office and the post-office address of the business k..i , ,li �!
23 Upon compliance with the requirements as to written notice, the .',•; ;{tt!. ,
as changed, will be identical; and �; ���
its registered agent, 2i. '• . appointment of such agent shall terminate upon the expiration of 30 ' , ". � "
the board::: t w.
•a statement that such change was authorized by25 days after receipt of such notice by the Secretary of state. ' !' T
ors or by an officer of the. corporation so authorized by f,', , •
26 , . (e) If the secretary of state find.; that such written notice •';•, , t ; ;'.
of directors. 27 conforms to the provisions . of this Ac-:, he shall, when all fees ji ! l
Such statement .shall be executed by the corporation by,
„} : 14:
7 it
• 17 ,
16 �,, • !
1.' 7
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.. . _- _ 99L '0N '9'9 •
S.B. No. 766
S.B. No. 766
f , shall be subject to the approval of the '
f the 'sponsoring entity on behalf of which the 1 ' Attendance of a director at a meeting shall constitute a waiver of
sated. • 2 notice of such meeting, except where a director attends a meeting
(a) If the articles of incorporation or the 3 for the express purpose of objecting to the transaction of any
the board of directors, by 'resolution adopted by 4 business on the ground that the meeting is not•lawfully called or , •, . 44
le directors in office, .•ma desi 5 convened. Neither the business to be transacted at nor the purpose ' 1',;;�
y gnat• one or more
to the extent provided in such resolution, in 6 of any regular or special meeting of the board of directors need be. • • P, ," 4 ,
incorporation, ' or in the bylaws, shall have and 7 specified in the notice or waiver of notice of such meeting, unless. . ' ,,' n' ' ,
Pity of'the board of director■ in the management 8 required by the bylaws. • • ;;'
al. Each such committee shall consist of two or 9 . (b) A quorum for the transaction of business by the board. of,:: s :;, i.
;$
10 , , directors shall be whichever. is less:,, . '
4 whom 'shall be directors. The designation of - + +�
11 (1) a,majority of the . number of directors , fixed by the .' j' t:
end the delegation thereto of authority shall not
1
12 . bylaws or, in the absence of a bylaw fixing the number of , ; . � �
the, board of directors or any individual
13 directors, a majority of the number of directors stated in • the �`...•'' tit
ponsibility imposed upon it or him by law. •!. ;; .
14 articles of incrporations or, 4. • 'F
immittees not having and exercising the authority o �; .
15 • (2) any number, not less than three, fixed as a quorum by ;'.;'.`'
rectors in the management of the corporation may :, �
ppointed by a resolution adopted by • majority 16 the articles of incorporation or the bylaws. y�
• 17 (c) The actof the majority of the directors present at a „, .'
at a meeting at which a quorum is present or by j y
18 meeting at which a quorum is present shall be the act of the board 4 .' `,.I• t
unto authorized by a like resolution of the ' . ';:, .•si g
• or the articles of incorporation19 of directors, unless the act of a greater number is required by the t,;L, �.ft ,
by or by the •. 1 ..I t
on such committees may, but need not be, 20 articles of incorporation or the bylaws of the corporation. '' ...1! . '
r 21• . (d) Any action required to be taken at a meeting of the '� ; ; { . '
1
22 , board of directors or any action which may be taken at a meeting of r , ,,
(a) Regular meetings of the board of ,� 1 '
Lied and may be held at any location within the • 23 :. the . board of directors . or any committee may be taken without a. .� :•, . '�i,
xrt notice as prescribed in the bylaws. Special 24 'meeting if a consent in writing, setting forth the action to beer ,,' ''1' ,
rd of directors shall be held at any location 25,.r. taken, shall :be signed by all. directors or all of the members of ,_.1 •, • , .
s on such notice as is 26� :,the committee, as,the case may be. Such consent shall have the : 1;c � , ;
P prescribed in the bylaws. - ... A:P. li.
27 same force and effect as a unanimous vote anti may be stated as such , •`r.. ' "
S
.
11
. S.B. No. lob S.b. No. Io0 1
1 or document filed with the secretary of state under 1 ' officer has been asserted or any court having the requisite
i
2 jurisdiction of an action instituted by such director or officer on •
corporation
a shall consist of 3 his claim for , indemnity • may assess indemnity against the °' .
1.08. The officers ofY "iC
a vice-president, and a secretary, and such officers 4 corporation ' or its receiver or trustee for the amount paid by' such ;.Y.;
:reasurer and ' such other officers and assistant 5 director or officer in -, satisfaction of any judgment or in / ' . �
,
Y
be deemed necessary,+ each of whom shall be elected 6 compromise of any such claim, exclusive in either case of any �•
: such tins and in Ouch manner and for such terms not 7 - amount paid to the corporation, and any expenses and costs, 1
iyears as may be prescribed ' in the articles of • 8 . including attorney's fees, actually and necessarily incurred by him
;,
or the. bylaws. In the absence of any such 9 in connection therewith to ' the extent that the court shall deem ', h'
officers shall be elected or appointed annually by
bl
','' 10 ' reasonable and equitable: provided, nevertheless, that indemnity -. ..tt{
two or more offices maytie held by the I 11 - may be assessed under this section only if the court finds that the t ^ '
erectors. Any '
except the offices of president and secretary. Any . 12 person indemnified was not guilty- of negligence or misconduct in t ' + ;I
Id or appointed may be removed by the persons 13 '` respect of the matter in which indemnity is sought. `,.1
elect or appoint such officer whenever in their 14 SECTION 4.01. Evgry corporation established under the r4,: .1' .
ist interests of the corporation will be served ' 15 provisions of this Act ' shall have all the rights and powers ;. l
• • + . ' 16 necessary or convenient to ' accomplish the purposes of such `.2: „%i',4 ,
1.09. (a) A corporation shall have the power to 17 ' corporation as set forth herein, including without limitation the ; rr: .
•;I.... , .• •: •i . - r:: 9i e- {
iirector or officer or former director or officer of 18 powers: il .,
i9 '� (1) to provide ' or cause • to be provided by a user by -1 , l.�;
an for expenses and costs, including attorneys fees, ••,.t• . . . ..I
ocessarily incurred by him in connection with any • 20 acquisition (whether by purchase, devise, gift, lease, or any one ,.•k ,,�
i against him, by action in court or otherwise, by 21 or more of such methods), construction, or improvement one or more : : ,
'sing or having been such director or officer, except 22 health facilities located within this state and within or partially - ', ',. �
of 23 within the limits of the sponsoring entity on behalf of which the .• .
illmatters as to which he shall have been guilty , i; 1
Misconduct - in respect of the matter ' in which 24 ' corporation was created or, with ' the consent of every other ;r
i 'I' 25 sponsoring entity within which such health facility is or is to be i
,ught• .
the corporation has not fully indemnified him, the . 1 26 located, outside the limits of the sponsoring entity on behalf. Nof ,,'y1 '' .
director or 1i 27 which such corporation' was created: • ' ' • • : ? r'� .�.
f
roceedinq in which any claim against such +;.•�
: f, ,.!,, . •l . L'N'. 1 . C',. .. '1 ,;.,'::: 1 •i t..,:•7•f:q 11:'. i .1 . . r
•
• S.B. No. 766 '�
S.B. No. 766• 1 • hold, improve, 'uss, or otherwise deal in and with real or personal }
+se as lessor all or any part of any health 2 property or any interest therein, wherever situated, as the •
rentals and upon such terms and conditions as the 3- ' ' purposes of the corporation shall require or as shall be donated to •
+em advisable and as are not in conflict with the 4 ','' :,it; " '
i Act; • S (8) to sell, ` convey, mortgage, pledge, lease, exchange, 0 '
l for installment paysents or otherwise, to option 6 .': .•transfer, and otherwise dispose 'of all o; any part of its property' '•
sale, and to convey all.or any part of any health . , ,. 7 t'• and assets;
price and upon such terms and conditions as the 8. . (9) to elect or appoint officers and agents of theyI
isee advisable and as are not in conflict with the g `= corporation for such period of ` time as' the corporation may • 'j' ,
3
I Act; . 10 - determine and define their duties; ' , l
contracts and incur liabilities, borrow money at R 11 (10) to sue and bet ' sued, complain and defend, ' in its ',
issue its . ' �• •I t'
crest as the corporation may determine, 12 corporate name; `, t`
ce with the provisions of this Act, and secure any 13 ' (11) to have a corporate seal which may be altered at its �• + ,"; i•
obligations by mortgage or pledge of all or any of 14 pleasure and to use the same by causing it or a facsimile thereof Y. ;. � ;
nchises, .and income; 15 to be impressed on, affixed to, or in any manner reproduced upon '' 1;•
• secured or unsecured loans for the purpose of t 16 instruments of any nature required or authorised to be executed by ''. . ;11
ry or permanent financing or refinancing of all or fi 17 - its proper officers - • a .17
of any health facility, including the refunding of 18 (12) .to make and alter bylaws not inconsistent with its :. '1
obligations, mortgages, or, advances issued, •mads,.:
L� 14 ''' articles of incorporation or with the laws of this state for the * '.. +
erson for the cost of a health facility, and to , . 20 administration and regulation of the affairs of the corporation, ', . •
ect interest on such loans for such loan payments 21 provided that such bylaws and all amendments thereto are approved
ms and conditions as the board of directors of t 22 by resolution of the governing body of the. sponsoring entity on ,' 'i 'tit.';
deem advisable and as are, not •in conflict with +: '' • 1 .,
may 23 behalf of which the corporation was created; : i • , ' 4
this Act; 24 - (13) to cease its corporate activities and terminate its . ' ,i: )
nd money for its corporate purposes, invest and 25 existence by dissolution as provided herein; and '•, . '.l :FA; '
s, and take and hold real and personal property ear .;'i 26 (14) whether included in the foregoing or not, to have and ';:• + 4I
payment of funds so loaned or invested; r Y7 exercise all powers necessary or appropriate to effect any. or all 'i 1:1
chase, receive, lease, or otherwise acquire, own. ;t i �
25
••. {' ;1
24 ••
y 1t - 1
, 4..0. NO. /00 ":.. r.! .,. e. '
S.B. No. 766
r which the corporation is organized. • •
1 authorized by ' appropriate resolution of the board of directors.
wever, that no corporation shall be authorized to 2 Such deed, when acknowledged by such officer or attorney in tact to ' ,
ligations under this Act unless payable solely. 3 be the act of the corporation or proved in the manner prescribed .
of bonds, revenues derived from the lease or sale 1 4 ' for ' other conveyances of land, may be recorded in like manner and ;: •• : . ,
ity or realized from a loan made by a corporation 5 . • with the same effect as other deeds. Any such deed when recorded, •, •.. ,';S
Hance in whole or. .id part a health facility, 6 ;' " if signed r."by the president or any vice-president of the
j::
from operating a health facility, or any other y corporation, shall constitute prima facie evidence that such ''
provided by a user of a health facility, any one 4 g resolution of the board of directors was duly adopted. ' ' ' •, 'I
further,. however, ' that such powers shall be
•
9 t • SECTION 4.03. At least 14 days prior to the issuance of ,1
times to the control of the governing body of the 10 bonds by a corporation, such corporation shall file with the • �
on behalf of which the corporation was created as 11• ' r governing body 'of the ' sponsoring entity on behalf of which such ' :
•' r , F
ip 4.12 hereof; and further provided, however,•. , 12 '.{ corporation was created a full and complete description of any •4
1f
1.
this Act shall be interpreted to bestow upon or • 13 rn. health facility the cost of which is to be paid in whole or in.any •'►'.,,' , �0
to dele ate to a corporation the a tk �` '
gyring entity q 14 part from the proceeds of bonds of the corporation proposed to be
e
on, the power of eminent domain, the police power, 15' L.'`' issued,. �•including an explanation of the projected costs of and the • I+i
sovereign power of this state or any sponsoring 16 necessity for such proposed health facility and the ' name of the 1 ,. •'r,
in this section grants any authority to officers 17 ' proposed user .oi such health' facility. All of the information �. . CI . � �
'
corporation for the exercise of any of the 18 ' deposited or required to be deposited by this ' section • shall be .L .' '
inconsistent with limitations on any of the same 19 public information open to public inspection. ��.
Isely set forth in this Act or in the articles of • 20 SECTION 4.04: (a) : Each corporation is hereby authorized to , .,,.. . ' � t
bylaws or in , any other laws of this state. 21 1 • y
issue, sell, and deliver its bonds in accordance with the terms of ,'r:'''•!�� '' E. {
:ere and directors to act beyond the scope of the . 22 this Act for the purpose of a ing'allor'an '. '
P ='Po P Y Y part of,�the cost of a•;� ��;, � ,
•
•
•
•
sea
of a corporation is not granted by any 23 health facility. • : .. • •'•' b'. . ..,. ! i' z '.":_ ' ;A • • , t
; section. 24 (b) The bonds shall be dated, shall bear fpterest at such. .. ; ij,
t. Any corporation may convey land by deed, with 2S rate or rates (fixed or variable), shall mature at' such ' time or., :'': '— F
ial of the corporation, signed by the president or 26 times not exceeding 40 years ' from their date, and may be made
•
2; redeemable prior to maturity at such price or prices and upon such �'; 1!f' ' • 1
attorney in fact of the corporation when
.26 27 '�
S.B. No. 766
editions as may be determined by the corporation. The 1 (d) The corporation shall sell the bonds at such price or
ing any interest coupons to be initially attached 2 , prices as it shall determine, at public or private sale. The net ,,.
11 be in such form and denomination or denominations 3 . effective interest . rate, calculated in accordance with Chapter 3,
t such place or places, and may be executed or
4 . Acts of the 61st Legislature, Regular Session, 1969, as amended
in such manner, as the corporation may determine. In . S , • .' (Articl.e 717k-2, yernon's Texas Civil Statutes),• on any bonds may
officer whose sigtt �
any .atuie or a facsimile of whose 6,-:y' not exceed a rate equal to. the maximum annual interest rate t : .
11 appear on any bonds or coupons shall cease to be. �7,, ;,established for business loans of $250,000 or more in this state. ',..i
before the delivery of and payment for such bonds, A • (e) The proceeds of the bonds of each issue shall be used
• or such facsimile shall nevertheless be . valid and 9; . solely for the payment of all or part of the cost of, or for the
or all purposes the same as if such officer had , 10 ' making of a loan in the amount of all or part of the cost of, the. '
The bonds may., 11 health facility or health facilities for which such bonds have been
ttic• until such delivery and payment.
n coupon or in, registered form, or both, or may be 12 authorized and, at the option of the corporation, for the deposit
specific person, as the corporation may determine, and. 13 to a reserve fund or reserve funds for the bonds. Such proceeds ." .�; s
.
be made for the registration of any coupon bonds as. • 14 ' shall' be disbursed in such manner. .
and under such restrictions, if : . •.
15 ' be byco f .
alone, for the conversion of coupon bonds into fullyany, as maydetermined the corporatio
n. each ' corporation
Inds without coupons, and for the reconversion into. . 16 shall be paid . out of money from the proceeds of the sale and
1 of any fully.registered bonds without coupons. The. 17 delivery of its bonds issued in accordance with this Act an amount
rsion or reconversion may be imposed upon a.trustee in ` 18 of money equal to all of such corporation's out-of-pocket expenses ,', .
.. •.
pent. ; . . .. •
19 and costs in connection with the issuance, sale, and delivery of
,• principal_ of, redemption premium, if, any, and ,,.
20 such bonds, including without limitation all financing, . legal, • ;
such bonds shall be payable solely from and may be. ; 21 financial advisory, printing, and other expenses and. costs in "'
pledge of all .or any part of the , proceeds of bonds, . 22 issuing such bonds, plus an amount of money equal to the .'. i„'•
'ived from the lease or sale of a health facility or 23 compensation paid to any employees of such corporation for' the time , :
., .
24 such employees have spent on activities relating to .the issuanceo � ;..:/4
i a loan made by a corporation to finance or refinance `,
•
• in part a health facility, revenues derived from 25 sale, and delivery of such bonds. (
tealth facility, or any other revenues as may be : :.1
26 (f) Prior' to the preparation or. issuance of definitive '�`y.'•
user of a health facility, any one or more. .
27 bonds, the corporation may issue interim. recpipts . or temporary,::,(,'1'
a
, it
28 29
S.B. No. 766 4 S.B. No. 766
lout coupons, exchangeable for definitive bonds
1 taxing power of the State of Texas, said sponsoring entity, or any
2 , other political subdivision . or agency thereof is pledged to the
shall have been executed and are available for
termm receipts or temporary bonds shall be for a.
3 payment of the principal of, redemption premium, it any, or
4 • interest on such bonds.
ree years. .
•
Each corporation is hereby authorized to 5 SECTION 4.07. Any bonds issued by a corporation under the
diver its bonds for the purpos
e of refunding any 6 - provisions of•this Act and coupons, if any,, representing interest
ration then outstanding, including the payme
nt of 7 thereon, shall be exempt securities under the Texas Securities Act, .. ,
alum thereon and any interest accrued or to
8 , . as amended (Article 581-1 et seq., Vernon's Texas Civil Statutes).
lite of redemption of such bonds. The issuance of
9 If, however, any bonds issued by a corporation under this Act are
10 secured by an agreement by a user to pay to the corporation amounts
turities and other terms thereof, the rights of
11 , sufficient to pay the principal of, redemption premium, if any, and
f, and the rights, duties, and obligations of the , t
• 12 ;; , interest on such bonds, notwithstanding that such bonds shall be
spect thereof shall be governed by the provisions
•� 13 exempt securities, such an agreement by a user shall be 'deemed to k
r as the same shall be appl
icable. Within the H
. .
14 be a separate security issued by such user, and not by such i .
s corporation, such refunding bonds may be issued
15 . corporation, to the purchasers of such bonds for . purposes of the ! 0 '
stitution for outstanding bonds or may be sold t
16 . .. provisions of the Texas Securities Act and shall be exempt from the ' t
used for the purpose of paying or redeeming !
17 , provisions of such act only . (1) if such security is an exempt , $
Bonds issued in accordance with the provisions
18 security pursuant to the terms of such act or (2) it such bonds or '
19 the payments to be made under such agreement are guaranteed by any ' "
not constitute obligations of the State of Texas, �
20 person and such guarantee is an exempt security pursuant to the
ity, or any other political subdivision or agency
pledge of the faith and credit of any
of them. 21 terms of such act. j
22 SECTION 4.08. Unless the bonds issued under this Act are
11 contain on the face thereof a statement to the ', 1 t
'neither the State of Texas nor any political '
23 ineligible for investments in accordance with criteria established ! I
24 , :• in other statutes, rulings, or regulations of the State of Texas or .
gamy of the State ' of Texas, including the 1 i ` E ..
25 .. the United States, the bonds issued under this Act shall be and are
on behalf of which the corporation issuing such
26 hereby declared to be legal and authorized investments for any '
shall be obligated to pay the same or the ;
27 banks; savings banks; trust : companies; building . and . loan '
and (2) neither the faith and credit nor the !
1 i
31- , ,
30
S.B. No. 766 '
S.B. No. 766
surance companies; fiduciaries; trustees and 1 taxes both in the construction of the health facility and any .
king funds for cities, towns, villages, counties, 2 further sale, lease, or rental of the health facility or any other -
and other political corporations or subdivisions 3 taxes levied or imposed by this state or any political subdivision ,
'axes. Such bonds shall be eligible to secure the
4 . of this state. It is hereby declared as a matter of public policy , j 7
all public funds of, theState of Texas and any 5 that every corporation organized under the authority of this Act +, •
Uncle of cities, towns, villages, counties, school •elf
Uncle6 . shall be engaged exclusively in the performance of charitable '' •' •
;er political corporations or subdivisions of the 7 ; functions and shall be exempt from all taxation by this state and '
and they shall be lawful and sufficient security 8 I every municipal corporation .1 p and political subdivision hereof. All •li
at their face value when accompanied by all 9 bonds issued by a corporation hereunder, their transfer, the : ;( ,,
if any, appertaining thereto. 10 i interest thereon, and any profits from the sale or exchange thereof , 4
i. Any security interest granted by a corporation 11 .' .. shall at all times be free from taxation by this state or any ', :.) 1
i in the manner and with the effect specified in 12 municipal corporation +'1•.,(�p or politica). subdivision hereof.
orm Commercial Code-Secured Transactions, as ;, .
13 SECTION 4.11. Any corporation created under the provisions :'
ovision in Article 9.104, as amended, of such code ,•
14 of this Act shall be a nonprofit corporation, and no part of its ,
otwithstanding. � ' � `
15 •
. net earnings remaining after payment of its bonds and its expenses . '
0. Any health facility, including ary leasehold 16 in accomplishing the public purpose I p provided for in this Act shall 4 (
owned by a corporation which would otherwise be 17 inure to the benefit of any person other than the sponsoring entity , ':`j .
.ti, �
orporation under the provisions of 'the Property
19• • on behalf of which the corporation was created. ;,�
the purposes and nonprofit nature of • corporation 119 SECTION 4.,12. The sponsoring, entity on behalf of which a '
• l
led to the user of if more
such health facility or, 20 corporation was created may, in its sole discretion and at any , '• {
it exists, to the users thereof in proportion to 21 time, alter the structure, organization, prograds, or activities of . „
ie rights of such users to occupy, operate, manage, +
22 such corporation, subject only to any limitation provided by the . , �'., j {�alth facility, all to the same extent and subject 23 constitution and laws of the State of Texas and of the • United ' . •`. '
ttemptions from taxation, if any, as if such health Y4 States relating to the impairment of contracts entered into by the . �`�•'�� . .'
nod by such user or users. The user of any health 25 corporation. Representatives of the sponsoring entity on behalf of' '' •'J. '
be considered to be the owner of such health •
26 i which a corporation is created shall have access.at any time to all ' ' '' ' 1 '�
purposes of the application of any sales and use 27 books and records of such corporation. •I• f
Y .. , •i
i , . , .
..». •
M
S.O. Lw• .,. _ b.tl. No. /00
all bonds and obligations of • 1 '‘ secretary of state finds that such articles of dissolution conform
Whenever
01. (a) g _
been paid and discharged or adequate provision has 2 ' ' to the requirements of this Act and have been authorized by the ,
of the sponsoring entity 3 governingi of they sponsoring entity one behalf of which the ; •;
for and the governing body. `''•f
ch the corporation was created shall have by 4 , corporation was created, he shall, when all fees have been paid as '
ion authorized and'directed the dissolution of such
5 • yin this Act prescribed
h corporation shall �.be . ¢i��olved ' as ,hereinafter (1) endorse on the original and each copy�of such articles •
•
• '• • ..,t , ,;f , ,..- . . , .'4 ' ' ' 7 . ' the word "filed" and Abe.,, month,. .day, and year of the filing
i S
articles of , dissolution 8 thereof; •
dissolution shall be executed by the '� ; t,
r ,r 9 V , (2) �� file the original of such articles in his office; and ,
its president or a vice-president and by its
10 (3) issue two certificates of dissolution to each of. which . f, '
assistant secretary or by the presiding officer and f ' ,.►, t
11 s he shall affix one copy of such articles. ' ,s; '
or clerk of the governing body of the sponsoring `�
' 12 (d) A certificate of . dissolution, .together with •a copy of
t of which the corporation was created, verified by I •
:ere signing such articles, . and shall set forth 13 the articles of dissolution affixed thereto, shall be delivered by i
114 .;�`.. the secretary of state to . the representative of the dissolved : '
isms of the corporation; ; , I , '
•
15 corporation and to the governing body of the 'sponsoring entity on. " 1'•
name and, address '�of the sponsoring entity, a •' •t , . t
iissolution otthe corporation has been authorized - 16 ; behalf of which the corporation was created. • Upon the issuance of ,• ; .1* •
17 such certificates of dissolution the existence of the corporation ',•i'. 1
1 body of the sponsoring entity, and •the date of the Y'Po
18 shall cease, except for the purpose of suits, other proceedings, , • i"' : H
n such'dissolution was so authorized; !!
19 - and appropriate corporate action by the•directors and officers of ..'. 'Ca,
tateaent� that all bonds and obligations of the . • 11
ve been paid and discharged or that adequate
20 • such corporation as' provided in this Act.
• 21- '(e): Whenever'"dissolution occurs, whether instituted by the •; 4 ;
men made therefor; and
22 ' t governing body• off'..the sponsoring entity on •• behalf •• of _ which the ' '
tatement that there are no suits pending against the •• • , i
23 • corporation 'was created or by the board of directors.of of such ' .,' •' • 1 '' 1. 1
any court or that adequate provision has been made • ...!; r
24 corporation,' the 'title 'to' all funds and properties then owned by j 0 ` ` : E
ction of any judgment, order, or decree which may be
1. * 25 '' such corporation shall automatically vest in such sponsoring entity ' '
' it in any pending 'suit. . .. - _
26 ' without any further conveyance, transfer, or. act: ' of any kind
. ,, :
original and two copies of such articles of :� ;: ,
27'. : ' whatsoever.: •• ' ' . . • -' . f
11 be delivered to the secretary of state. If , the i
• 't•s ;t• r(',: :c "<.i. •R .!?� r ' 1. ' %. l 1 f
•
35' t
34 •
S.H. No. 766 • l 1
•
S.H. No. 766 +
1 articles of incorporation shall control.
,02. The dissolution of a corporation either (1) by
SECTION 6.03. The secretary of state shall charge and
Df a certificate of dissolution by the secretary of3 - collect for filing articles of incorporation and issuing two ,� 7' . •
•
expiration of its period of duration shall not- take 4 tcertiticates of incorporation, filing articles of amendment and .' ;
any remedy available to or against such corporation g , .. issuing two certificates of amendment, filing a statement of change ! Sj •
s or officers tot anr'right or claim existing or any 6 % '• of address of registered office or change of registered agent, or , R ' `
rred prior to such dissolution if action or other 7 both, filing articles of dissolution, and filing restated articles ! -''.+ •
son is commenced within three years after the date it
8 - of incorporation :and issuing two restated certificates of I . 7 '
lotion. Any
such action or proceeding by or against 9 incorporation the same . fees as are• charged by the secretary of
may be prosecuted or defended by the corporation in. 10 state for such respective filings and issuances under the Texas.;. .'.,��
Am.. The directors and officers shall have power to 11 : ' Non-Profit Corporation Act (Article 1396-1.01 et seq.•-, Vernon's ,'.' �i
to ; h
irate or ,other action as shall be appropriate12 Texas Civil Statutes),r.as the same has previously been or may �' �`'
remedy, right, or claim. If such corporation was 13 hereafter be amended. ., ., • , f''s, s
:he expiration , of its period of duration, such 14:.:o ,t• SECTION -6.04. The secretary of state shall have the power it
•• : o
ky •wend, its articles of incorporation at any time 15 ..•,: and authority reasonably necessary to enable him to administer this : ' + •.'
riod of three years so as to extend its period of . 16 . • Act efficiently and .to perform the duties herein imposed upon him. 1,,' `;,
:71 SECTION 6.05. If .the secretary of state shall fail tot I.
6.01. Whenever any +►otice is required to be given to 18 . approve any articles of incorporation, amendment, or dissolution or ':' �.•'. j `
under the provisions of this Act . or under the 19 any other document required by this Act to be approved by the ,• 1 :. ,
the articles of incorporation or bylaws of a 20 secretary of state before the same shall be filed in his office, he
■ waiver thereof in writing signed by the person or 21 • shall, within 10 days after the delivery thereof to him, give L'
rd to such notice, whether bete•. or after the time 22. written notice of his disapproval to -tie person or corporation ' - '
•
n, shall be equivalent to the giving of such notice. 23 delivering the same, specifying in such : notice the reasons. • ; I , ' ;
,
6.02. whenever, with respect to any action to be . 24 , , therefor. From such disapproval such person or corporation may •y .�
appeal to anywith the. 1 ! !
district court of Travis County by filing 'E. '�J
h� directors .of . a corporation, the articles of 25
y ; t
require the vote or concurrence of a greater • 26 clerk of such court a petition setting t,rth. a copy of the articles- . 1 ; G
the directors, 'as the case may be, than required by 271 or other document sought .to be tiled and • copy of the written i�. :,
of the , , '
respect to such action, the provisions ,
,37 ;1
�. . ;
36 1.;, . ,.J 6
• • 's.B. No. 766 r•. f'T4,4
'l • laws on the subject, but this Act shall be wholly sufficient ,
by the secretary of state; whereupon the matter '; r�'
2 authority within itself for the creation of any corporation r ; 1
novo by the court, 'and the court shall either i,TO .1
•
3 authorized herein and all actions by such corporation authorized •..•44
f the secretary of state or direct him to take , 0t4 1 ;' ' .
' 4 . hereby without reference to any other general or special laws or :I.
., .
court may deem proper. ' Appeals from all final t
5 specific acts or any restrictions or limitations contained therein; ,1:4�;� ••
entered by the district court under this �'..
6 �� .and in any case, to the extent. of any conflict or inconsistency ,r
of any ruling or decision of the secretary of
7" , between -any provisions of this Act and any other provisions of law, .,' "t• .;"'•
s in other civil actions. .• ,i '�
• 8 `,, this .Act ' shall prevail and control; provided, •however, that any '
All certificates issued by the secretary of '
9 sponsoring entity and any corporation shall have the right to use ;. 0 •
with the provisions of this Act and all copies ' ( ;,1, ,
10 the provisions of any other laws not in conflict with the ;:i
n his office in accordance with the ! provisions ; it
11 provisions hereof to the extent convenient or necessary to carry 1 ,1
certified by him shall be taken and received in '
12 out any power or authority, express or implied, granted by this [• : :- !
Elites, and official ( bodies as prima facie •,,, , •
13 "
Act. 'No proceedings, notice, orapproval shall be required for the 4''r';1 • t
acts therein stated and may be ' officially • ..., . • • ,
y
14 - organization of a corporation or the issuance of any bonds or an ' . . ... 01
;ate by the secretary pf state under the greettr • • '. 1f
15 instruments as security therefor, except as herein provided, any •• 1
i to the existence or nonexistence of the facts : • .'.•,,-ii
16 other- law to the contrary notwithstanding; provided that nothing ( ` :I.,,
Itions which would not appear from a certified ` , ., �• '
17 herein• shall be construed to deprive this state and its municipal • , t11 •
f
,regoing documents or certificates shall be • 1"••'0' ' i
18 ' corporations and political subdivisions of their respective police ? �. q
in all courts, public offices, and official . i ,• • •I - �
19 powers over any properties of such corporation or to impair any ,• t!
; evidence of the existence or nonexistence of; #1 • f
, 20 police powers thereover of any official or agency of this state and • ,. . ., .
.21 • its municipal corporations and political subdivisions as . may bey;. ' ; . . .
The legislature shall at all times have power •--.1:- .{• • •.. 1;.', .-'.'.;'. : '
22 • otherwise provided by law. ,i ' - c
ulations, provisions, and limitations as it s,' ,., ;• • 1
23 ' (b) - Notwithstanding any provision ' of this'Act, nothing in ,4 t . . •.; 1 .
which regulations, provisions, and limitations •; 5 �� ••
• • 24 this Act shall exempt a corporation or any user from compliance
1 any and `all corporations subject to the bi. • ;, 1
25 with ' the Texas Health Planning and Development Act, as amended ;
Act, and the legislature shall have power to ' ' ,t
26 (Article 4418h, Vernon's Texas Civil Statutes). • '• .i Iify this Act. 1 - .. a j ,, .
~ 27 • SECTION 7.02. Nothing in'this Act shall be •construed so as;... . . '•
(a) This Act shall be cumulative of all other • ,
. •
39 . . . .
38 .
•41.4
S.B. No. 766 °h•'6. '
S.B. No. 766 i
t • State of Texas 1 • and education through development of health facilitie■ creates the '
any provision of the Constitution of h public necessity
• emergency ' and an imperative ' that • :,:E•.
Cited States, and all acts done under this Act shall be 2 - :8:f-
3 constitutional rule reQuirinq bills to be read on three several � -�
'nor as will conform thereto, whether expressly provided sus ndSd, t .
If any procedure hereunder may be held by any court to 4 t .days in each hour• be suspended. and this rule is hereby Pe i'.#r. A•�
in lore• trove and. after its, a. L
and that this Act take effect and.be
i of either of such constitutions, a corporation shall. s :a •c. :''� !t0-
•
6 . / passage, and it 0.s, so enacted. 5�-':;::•. ••, ,' � ,,. •,: • ,
over by resolution to provide an alternative procedure , ¢i ,
ith such, constitutions. It is the intent of the '' • • af
.. 1 1
in adopting this Act that a corporation authorized' • •b.”' 1
reto shall . be a public corporation, constituted • , r`�• ' '
Ind instrumentality authorized to issue bonds on behalf. 't l
entity which such corporation �•i:, • �. ;'••.. ..'tk'• '.;I
)ring en ty on behalf of rpo is ' • •• •
l within the meaning of Section 103 of the Internal • ., •.: ' ; ;R: ' cr. - ,•.(..: •;; .. :' r::": : •' ..1:'1'`!•:1 ,, •
P
of 1954,.,as amended,, and the regulations promulgated ".• . • y . • _• ; ••'1 t' .' ' I• :,} .. •
.r • • i�r.r „ •;.'i "ill: ''t . . • • ' .• .•i' ,' •
. •f. .. -. :.• ' r'�f•/w •
issued., thereunder, and: this Act shall be construed • • ; .. ' •r: s• ''►?"'• •' '• =••r' {•,' •
.f.• .• tit • •' 1 J),Il. t..'+'tV. ♦ ,
7.03. ,The provisions of this Act are severable. If • • • `_ •..'ir i;•;:', •,/i;:•.?,l''F'-w•,' i4 ' ,j'}.'`. ;• •
hrass. 1 clause, paragraph, sentence, section, pelt, or • ` • ' • t. ' it..':°.1`.
this Act or the application thereof to any person or • •1)�''f•�'
shall be held top be invalid or unconstitutional, the • , • �•• +� • •?:, .!'! , •;
this Act . shall. nevertheless be valid; and the • / • '
tereby declares that this Act would have been enacted
,nvalid or ,unconstitutional word, phrase, clause, ' • jtt • � 1 1 '
itence,. section. part, or provision. • . _ .;;. ,..' �;: . ,� ti i
7.04. The.o fact that there is urgent need to provide
S' •,,
for cities.- counties, and districts to promote the r I. ' ',i•'•,.• ' ' •
rospective health, safety, and general welfare of the . • ' ' : • ��
state and the promotion of health care, research, , ? F ' ; t
• :s; t. .4i •• . .i
40 _ ? I .
t S.S. No. 766 ; •+ .� ,.:f_•.:•▪ • • • .'► *• Y
▪ ' u' 'tt :.•.: :•.: :: 1 lit".rt
the Senate . , •
Speaker of the House • _' s•• " : •.. .: { 1►. .,.i. 4`,�•
,,, ji`'. .+. . ,
lent of • : w f
►ereby certify that 8.B. No. 766 passed the Senate on f t . . '.,,.. 1 „ • . {-'.". ' � ' •• '` !,....i.!, 1•. 1 6b ..
1, by a viva-voce vote; May 25, 1981, Senate refused to •.1:•.,4' • : .• `, , ••I• •. ••' '.' ;, :;: '`''y'�r�:
•
House aa►endwant' and requested appointment of Conference t'•. •t • • •
' •• •1...
'-'!'`i'4.�:r• , , • ' R' , ...t��• t1,1!
d ','! ! r.»• ► Itr• ;� :' Y '1 •j \i. i:i.!• �'. p=_' 1 ••Yt' 11' ••'' 71*II f :l '
Nay 25, 1981, Houma granted request of the Sancta; ►{ ' . . ' , •. :. .,w' r� •, ' `' :i •• ' ...• • •;•' , ••• . ,+a; .•f.4.
• :1 1 si:'1 i
11, Sonata adopted Conference Committee Re •
port by a ,•.‘,.......,...,,....... . . . '�' , '+��. �'
it • :1 • +' •• i i:!,•�• . h '. S: q2 j :1.� .17[
'Ote• { ( • ' ry ; '; ii f:'flt `2.1r .....'▪ ••,,i.. 1 .; ,♦ '• l'' JS " 1:4.»'' ~•t •• :' M1-•`.:�!4p. !i
f. S.
'• �": ,• ) r J �, jj z .[ s' R• ` •i_ •; ' i 1 Y j,s `.
•
•
•
Secretary of the Senate ,. r • :•.• ,.•,.• .,'s r :?.. • .. •I
• • i 4T i i•., '' t SL {:' •1' '
by certify that 8.8. No. 766 passed the House, with •`•44:.`,; . t"' f..: • •• • z r.' - • :w'f' ; r ' .z�` ' ` •t:M1y !
I.
on Play 21 1981, by • non-record vote; Ma 25, 1981 ;'a,• • '+: • "' '1 . , ` !t' ''"
1 request of the Senate for appointment of Conference ;;ii •. r•• t.. .`�: 1. 4 ;j,; ,. 11.• � •:i,,, • i�� • S}I
; Y r ' ,• J. .M. 3". •,i. " i'1'�.1iT i .r'P. Yj i1j • 1...*,1:•... . "f'•ly 1. i�� .i. • .r
lay 30, 1981, !louse .adopted Conference Committee Report 1. `t'r�•R r '''a' V '"t:^Jj' '•r :� ::'. ..e'r i.t',; t 't;'1'., '� ' x
."-Rl r .4 t.1 . :vJ, .:t•+ 1 iw•,.1 1 `,.:. a•5 % y*,r•:i•,'11 { { ¢ ;) • ! 1
•inq voter Yeas 98, Nays 38, four present not voting. • ':..',,'"• .i'%' ' d; ". '`:'tr,} 'F': irf ;r;1•r' i ►.;'•�. r,,,et.l
..}:t ;_.• `i•:• .+. t ,ES• % Y r :'...._ •• i~as.• :1 jz. ,, ti ,r, • � r;rl;
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t.'�`,:;3r1• ea��• �r'JL• '.S {.' 1�1.".." '� Yb� •':y.�j � ,r• .'"• �j.: "• : 1R J li,{�`/'���..r .� '� �
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•' •k • ,•4.• •:• -, V.. • •i..:r.+• t • ..' ,. • •'x, ? •. • ,a Ir ► .:. ` .'
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•
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•
,•, + . err ;:; ' {,
FULBRIGHT & JAWORSKI
BANK OF THE SOUTHWEST BUILDING
1150 CONNECTICUT AVE..N.W. HOUSTON, TEXAS 77002 LANDMARK BUILDING,SUITE 200
WASHINGTON.D.C.20036 TELEPHONE (713) 651-5151 705 EAST HOUSTON AVENUE
TELEPHONE (202)452-6800 SAN ANTONIO,TEXAS 78205
TELEX 89-2602 TELEX 76-2829 TELEPHONE (512) 224-5575
AMERICAN BANK TOWER,SUITE 1740 IN DALLAS 2 ST.JAMES'S PLACE
221 WEST SIXTH STREET DUMAS,HUGUENIN.BOOTHMAN 6 MORROW LONDON,SWIA INP
AUSTIN,TEXAS 78701 1509 MAIN STREET TELEPHONE(01) 629-1207
TELEPHONE (512)474-5201 DALLAS,TEXAS 75201 TELEX 28310
TELEPHONE(214)741-3458
JOHN M. ORR
PARTN ER
651-3625
FACT SHEET
HEALTH FACILITIES DEVELOPMENT CORPORATIONS IN TEXAS
1. A Health Facilities Development Corporation (a
"Corporation") may be formed in accordance with the Health
Facilities Development Act, Article 1528j , Vernon' s Texas
Civil Statutes (the "Act") , which became effective on
August 31, 1981.
2. A Corporation is created by the passage of an
ordinance or resolution of any sponsoring entity which
includes a city, county, or hospital district ("Sponsoring
Entity") . Such ordinance or resolution would approve Arti-
cles of Incorporation for a Corporation which would be filed,
in accordance with the Act, with the Secretary of State of
Texas.
3. A Corporation is a non-profit corporation
which can be used as a conduit through which to finance, on a
"tax-exempt" basis, health facilities, as defined in the Act,
which includes hospitals , clinics, physicians' office build-
ings, or any other health-care related facility. Such
health facilities can be owned, occupied, operated, or man-
aged by any person or persons , whether natural or corporate
or proprietary or non-profit.
4. The Board of Directors of a Corporation must
be made up of at least three persons each of whom must be
appointed by the governing body of the Sponsoring Entity and
each of whom shall be removable by the governing body of such
Sponsoring Entity for cause or at will.
5. The Corporation can issue bonds or notes, the
interest on which is exempt from federal income taxation,
which bonds or notes are payable solely from revenues derived
from the health facilities being financed or from the private
parties using such facilities. The bonds or notes cannot be
paid from any tax or other public revenues.
11. Bonds issued by a Corporation are not in any
way an obligation of the Sponsoring Entity which created the
Corporation but are secured solely by the revenues and cer-
tain assets of the health facilities being financed.
12. The Bylaws of a Corporation are subject to the
approval of the Sponsoring Entity.
13. A Sponsoring Entity is prohibited from dele-
gating to a Corporation the power of taxation, the power of
eminent domain, police power, or any equivalent soverign
power of the State or such Sponsoring Entity.
14. Any number of natural persons, not less than
three, each of whom is at least 18 years of age and a resi-
dent of the Sponsoring Entity, may act as incorporators of a
Corporation.
15. At least fourteen days prior to the issuance
of bonds by a Corporation, such Corporation must file with
the governing body of the Sponsoring Entity which created
such Corporation a full and complete description of any
health facility the cost of which is to be paid from the
proceeds of bonds, including an explanation of the projected
costs of and the necessity for such proposed health facility
and the name of the proposed user or users of such health
facility.
-3-
6. The Sponsoring Entity would exercise continu-
ing supervision over the Corporation, subject only to any
limitation provided by the Constitution and laws of the State
of Texas and of the United States relating to impairment of
contracts entered into by the Corporation.
7. The creation of a Corporation will have no
adverse fiscal implications for state or local government.
Section 4. 10 of the Act provides that any health facility
financed under the provisions of the Act shall be assessed,
for ad valorem tax purposes , to the user of such health
facility to the same extent as if such health facility were
owned by such user. Furthermore, the user of such health
facility shall be considered the owner of such health facil-
ity for purposes of the application of any sales and use
taxes or any other taxes levied or imposed by this State or
any political subdivision of this State.
8. Bonds issued by the Corporation shall not con-
stitute obligations of the State of Texas, any Sponsoring
Entity, or any other political subdivision or agency of this
State or a pledge of the faith and credit of any of them.
All such bonds must contain on the face thereof a statement
to the effect that (i) neither the State of Texas nor any
political subdivision or agency of the State of Texas, in-
cluding the Sponsoring Entity on behalf of which the Corpora-
tion issuing such bonds was created, shall be obligated to
pay the same or the interest thereon and (ii) neither the
faith and credit nor the taxing power of the State of Texas ,
said Sponsoring Entity, or any other political subdivision or
agency thereof is pledged to the payment of the principal of,
redemption premium, if any, or interest on such bonds.
9. A Corporation merely provides the vehicle
through which tax-exempt revenue bonds can be issued to
finance health-care facilities. Tax-exempt bonds will cus-
tomarily result in a savings in interest costs of between two
and four percent compared to financing with "taxable" debt.
The interest on the bonds is tax-exempt because of favorable
provisions of the federal Income Tax Code.
10. If the user of a health care facility on whose
behalf the bonds are issued fails to pay the bonds , the bond-
holders are restricted to the security granted in the par-
ticular loan agreement or trust indenture in accordance with
which the bonds are issued and such a default would have no
affect on the credit or bond rating of the Sponsoring Entity
which created the Corporation.
-2-
PUBLIC NOTICE OF MEETING
OF THE BOARD OF DIRECTORS OF
PEARLAND HEALTH FACILITIES DEVELOPMENT CORPORATION
Pursuant to article 6252-17 of V.A. C. S . of Texas , as amended ,
notice is hereby given to all interested persons that on the 6th
day of January, 1986 , at 6 :00 o ' clock p.m. , the Board of Directors
of the Pearland Health Facilities Development Corporation will
hold a meeting in the Board Room, Pearland Hobby Area Chamber of
Commerce, 3501 Liberty Drive , Pearland, Texas , to consider and
take necessary action upon the following matters :
1 . Consideration and/or acceptance of Application of Western
Properties International , Inc. for the issuance of bonds
to finance a health facilities project .
All interested citizens are invited to attend such meeting.
Questions or requests for information may be directed to Bobby J.
Williams , 2414 S. Park, Pearland, Texas , 77581 , (713) 485-2473.
Dated:
January 2, 1986
'BOBBy/J LLIAMS ,
Attd • -y for Board
Posted:
January 2 , 1986
City Sre tary for the
City of Pearland , Texas
PUBLIC NOTICE OF MEETING
OF THE BOARD OF DIRECTORS OF
PEARLAND HEALTH FACILITIES DEVELOPMENT CORPORATION
Pursuant to article 6252-17 of V.A. C. S. of Texas , as amended ,
notice is hereby given to all interested persons that on the 1st
day of October , 1985 , at 6 : 00 o ' clock p.m . , the Board of Directors
of the Pearland Health Facilities Development Corporation will
hold a meeting in the Board Room , Pearland Hobby Area Chamber of
Commerce , 3501 Liberty Drive , Pearland , Texas , to consider and
take necessary action upon the following matters :
1 . Approval of minutes of past meetings ;
2. Designation of a Banking depository for the corporation ;
3 . Application of Pearland General Hospital Group, Inc . for
the issuance of bonds to finance a health facilities
project .
All interested citizens are invited to attend such meeting .
Questions or requests for information may be directed to Bobby J.
Williams , 2414 S. Park, Pearland , Texas , 77581 , (713) 485-2473 .
Dated :
September 26 , 1985
.-BOBBY; ) 'WILLIAMS ,
Att for Board
Posted :
September 26 , 1985
�lSs� City Secretary for the
City of Pearland , Texas
PUBLIC NOTICE OF MEETING
OF THE BOARD OF DIRECTORS OF
PEARLAND HEALTH FACILITIES DEVELOPMENT CORPORATION
Pursuant to article 6252-17 of V.A.C.S . of Texas , as amended,
notice is hereby given to all interested persons that on the 6th
day of January, 1986, at 6 :00 o 'clock p.m. , the Board of Directors
of the Pearland Health Facilities Development Corporation will
hold a meeting in the Board Room, Pearland Hobby Area Chamber of
Commerce, 3501 Liberty Drive , Pearland, Texas , to consider and
take necessary action upon the following matters :
1 . Consideration and/or acceptance of Application of Western
Properties International, Inc. for the issuance of bonds
to finance a health facilities project.
All interested citizens are invited to attend such meeting .
Questions or requests for information may be directed to Bobby J.
Williams , 2414 S. Park, Pearland, Texas , 77581 , (713) 485-2473 .
Dated:
January 2, 1986
rB BB J LLIAMS ,
Att y for Board
Posted:
January 2 , 1986
l
4,1'
City ,yecre tary for the
City of Pearland, Texas
•
PUBLIC NOTICE OF MEETING
OF THE BOARD OF DIRECTORS OF
PEARLAND HEALTH FACILITIES DEVELOPMENT CORPORATION
Pursuant to article 6252-17 of V.A.C.S. of Texas , as amended,
notice is hereby given to all interested persons that on the 14th
day of January, 1986, at 6:00 o 'clock p.m. , the Board of Directors
of the Pearland Health Facilities Development Corporation will
hold a meeting in the Board Room, Pearland Hobby Area Chamber of
Commerce , 3501 Liberty Drive , Pearland, Texas , to consider and
take necessary action upon the following matters:
1. Consideration of an Inducement Resolution for the project
of Western Properties International , Inc.
All interested citizens are invited to attend such meeting.
Questions or requests for information may be directed to Bobby J.
Williams , 2414 S. Park, Pearland, Texas , 77581, (713) 485-2473.
Dated:
January 10, 1986
OBB/ . WILLIAMS,
Atto ney for Board
Posted:
January 10, 1986
'ea.,,, 7Zz,"
City $ecre tary for the
City of Pearland, Texas