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R2001-0032 02-26-01 RESOLUTION NO. R2001-32 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS, AUTHORIZING AND APPROVING THE CREATION OF A HEALTH FACILITIES DEVELOPMENT CORPORATION ON BEHALF OF PEARLAND, AND APPROVING ARTICLES OF INCORPORATION AND BYLAWS OF SUCH CORPORATION. WHEREAS, the City of Pearland, Texas, is a duly created city and political subdivision of the State of Texas created and established under the Constitution and laws of the State of Texas; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That the City Council has found and determined, and hereby finds and determines, that it is in the public interest and to the benefit of its residents and the citizens of this state that a health facilities development corporation be created to promote and develop new, expanded, or improved health facilities in order to assist the maintenance of the public health and the public welfare, with such health facilities development corporation to be known as the "Pearland Health Facilities Development Corporation." Section 2. That the City Council of the City of Pearland hereby approves the Articles of Incorporation and the Bylaws proposed to be used in organizing the health facilities development corporation, Exhibits A and B respectively, which are attached to this Resolution and made a part hereof for all purposes, and the initial directors named in said Articles of Incorporation shall be deemed to have been appointed, and are hereby appointed, as the initial directors by the City Council. Section 3. That the public purpose of the City of Pearland which the health facilities development corporation may further on behalf of the City is the acquiring, 1 RESOLUTION NO. R2001-32 constructing, providing, approving, financing, and refinancing of health facilities in order to assist the maintenance of the public health pursuant to the Health Facilities Development Act. PASSED, APPROVED, and ADOPTED this the day of February A.D., 2001. ~ ~ TOM REID MAYOR ATTEST: UNG C Y S ETA Y APPROVED AS TO FORM: ~~1~-~-~ DARRIN M. COKER CITY ATTORNEY 2 Exhibit A PEARLAND HEALTH FACILIT[ES DEVELOPMENT CORPORATION ARTICLES OE INCORPORATION THE STATE OF TEXAS § COUNTY OF FORT BEND COUNTY OF HARRIS § COUNTY OF BRAZORIA CITY OF PEARLAND § WE, THE UNDERSIGNED natural persons, not less than three in number, each of whom is at least eighteen (18) years of age, and each of whom is a resident of Pearland, Texas (the Sponsoring Entity), acting as incorporators of anon-profit public health facilities development corporation (the Corporation) under the Health Facilities Development Act, (the Act) with the approval of the governing body of the Sponsoring Entity, 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 ONE The name of the Corporation is Pearland Health Facilities Development Corporation. ARTICLE TWO The Corporation is anon-profit public health facilities development corporation under the Health Facilities Development Act. ARTICLE THREE The period of duration of the Corporation is perpetual. 1 ART[CLE FOUR The Corporation is organized exclusively for the purposes of benefitting and accomplishing public purposes of, and to act on behalf of, the Sponsoring Entity, and the specific purpose for which the Corporation is organized and may issue bonds on behalfofthe Sponsoring Entity, is to acquire, construct, provide, improve, finance, and refinance health facilities to assist the maintenance of the public health within the meaning of the Act and the Corporation is authorized to act on behalf of the Sponsoring Entity as provided in these Articles of Incorporation and in accordance with the Act. The Corporation is a public instrumentality and governmental unit within the meaning of the Regulations of the United States Treasury Department and the rulings of the Internal Revenue Service prescribed and promulgated pursuant to Sections 103 and 141 through 150 of the Internal Revenue Code of 1986, as amended. However, the Corporation is not a political subdivision or political corporation of the State of Texas within the meaning of its Constitution and laws, including without limitation Article I~, 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 of public money or thing of value, of or by the Sponsoring Entity, 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 FIVE The Corporation has no members and is a nonstock corporation. ARTICLE SIX These Articles of Incorporation may at any time and from time to time be amended as provided in the Health Facilities Development Act if the governing body of the Sponsoring Entity by appropriate resolution finds and determines that such amendment is advisable and authorizes or directs that such amendment be made. 2 ARTICLE SEVEN The street address of the initial registered office of the Corporation is 3519 Liberty Drive, and the name of its initial registered agent at such address is Young Lorfing, City Secretary. ARTICLE EIGHT The affairs ofthe Corporation shall be managed by a Board of Directors which shall be composed in its entirety of persons appointed by the governing body of the Sponsoring Entity. The number of Directors constituting the initial Board of Directors is three. The names and street addresses of the persons who are to serve as the initial Directors and the dates of expiration of their initial terms as Directors are as follows: DATE OF NAME ADDRESS EXPIItATION OF TERM Reverend Harold Gentry 3512 McLean Road, Pearland, Texas 77581 February 29, 2004 Kathy Lund 6929 Meadow Lane, Pearland, Texas 77584 February 28, 2003 Joel Gutierrez 4214 West Broadway, Pearland, Texas 77581 February 28, 2002 Each Director, including the initial Directors, shall be eligible for reappointment. Directors are removable by the governing body of the Sponsoring Entity for cause or at will, and must not be appointed for a term in excess of six years. The Directors shall serve as such without compensation except that they shall be reimbursed for their actual expenses incurred in the performance o f their duties as Directors. Any vacancy occumng on the Board of Directors through death, resignation or otherwise shall be filled by appointment by the governing body of the Sponsoring Entity to hold office until the expiration of the term. 3 ARTICLE NINE The name and street address of each incorporator are: NAME ADDRESS Tom Reid 2716 Stratford, Pearland, Texas 77581 Larry R. Marcott 3606 Inverness Court, Pearland, Texas 77581 Richard F. Tetens 2105 W. Mary's Creek, Pearland, Texas 77581 ARTICLE TEN The address of the Sponsoring Entity is 3519 Liberty Drive. The Sponsoring Entity has by resolution specifically authorized the Corporation to act on its behalf to further the public purposes set forth in these Articles of Incorporation and has approved these Articles of Incorporation. A copy of said resolution is attached to these Articles of Incorporation and made a part hereof for all purposes. ARTICLE ELEVEN 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 Directors or officers or any individual, firm, corporation or association, 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, then any net earnings of the Corporation thereafter accruing shall be paid to the Sponsoring Entity. 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 any candidate for public office. 4 ARTICLE TWELVE If the Corporation ever should be dissolved when it has, or is entitled to, any interest in any funds or property of any kind, real, personal or mixed, such funds or property or rights thereto shall not be transferred to private ownership, but shall be transferred and delivered to the Sponsoring Entity after satisfaction or provision for satisfaction of debts and claims. INCORPORA O S Lam. Um 5 STATE OF TEXAS § COUNTY OF BRAZORIA § BEFORE ME, the undersigned Notary Public, on this day personally appeared Tonti e<o~. ,known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY I-IAND AND SEAL OFOFFICE TE-IIS DAY OF ~,5~' , A. D., 2001. a,. --...,e~, LISA D. JONES ' ~'RYP~ NOTARY PUBLIC, TATS OF TEXAS r ~ ~ NOTARY PUBLIC -STATE OF TEXAS ' MY COPdR1iSSI0N EXPIRES ~'~,f F`~ S[PTEME3ER 21, 2003 L ~ S a, _1 a ~l e S Printed Name: `~~i_=;~`~: .sue-..; , ~:=...~3:' :i= / My Commission Expires: 9/ ~ a 3 STATE OF TEXAS § COUNTY OF BRAZORIA § BEFORE ME, the undersigned Notary Public, on this day personally appeared L a rr,, ~ , (Vl~, rCo'C+, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS DAY OF ~aks~ , A.D., 2001. S _ _ NOTARY PUBLIC, TATE OF TEXAS ro. p'-_°~a~, LISA D. JONES ; \ NOTARY PUBIiC -STATE OF TEXAS ~ L i SQ L . ~U r1 C I ~ Y .Y . MY COMMISSION EXPIRES PClnted Name: ~~a SEPTEMEiER 21, 2003 MyCommission Expires: 9/z ~ 0 3 6 STATE OF TEXAS § COUNTY OF BRAZORIA § BEFORE ME, the undersigned Notary Public, on this day personally appeared ~iCtiero( Te~c.,.s ,known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS ~ ~ DAY OF ws ~ , A.D., 2001. _ ~ M,~ NOTARY PUBLIC, STATE OF TEXAS o~."-`~`-~`'e~, LISA D. ,)ONES r, ~ NOTARY PUBLIC -STATE OF TEXAS ~ , rl \ ~ Printed Name: L ~ S a MY COMMISSIONEXPtRES ;j SEP7EM3ER 21, 2003 / a=te-: My Commission Expires: ~ ~ 3 7 Exhibit B PEARLAND HEALTH FACILITIES DEVELOPMENT CORPORATION BYLAWS ARTICLE I OFFICES SECT[ON I.O1. The principal office of the Pearland Health Facilities Development Corporation (the "Corporation") shall be at 3519 Liberty Drive, Pearland, Texas. ARTICLE II DIRECTORS SECTION 2.01. The affairs of the Corporation shalt be managed by a Board of Directors of three persons (the "Board") which shall be composed in its entirety of persons appointed by, and whose terms of office shall be fixed by, the governing body of the City of Pearland, Texas (the "Sponsoring Entity"). Each Director shall be eligible for reappointment at the expiration of their term tivith future term appointments being limited to two years and running from March 1 through the last day of February, or until their successors are duly appointed. SECTION 2.02. Vacancies in the Board, shall be filled for the unexpired term by the appointment of successor Directors by the governing body of the Sponsoring Entity. SECTION 2.03. The property and business of the Corporation shall be managed by the Board which may exercise all powers of the Corporation and do all lawful acts. 1 SECTION 2.04. The annual meeting of the Board shall be held at the principal office of the Corporation on the each year, if not a legal holiday, and if a legal holiday, then at the next business day following, at 4:00 p.m., or at such time and place as shall be fixed by the consent of a majority of the Directors. All other meetings may be held at the place selected by the Board within the boundaries of the State of Texas. SECTION 2.05. Regular meetings, other than the annual meeting, may be held without notice at such time as shall from time to time be determined by resolutions of the Board. SECTION 2.06. Special meetings of the Board may be called by the President on three days' notice to each Director either personally or by mail or by telegram; special meetings shall be called by the President or Secretary in like manner on like notices on the written request of t~vo directors. SECTION 2.07. At all meetings of the Board the presence of a majority of the directors shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting or when there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by these Bylaws. If a quorum shall not be present at any meeting of the directors, the directors present may recess the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. SECTION 2.08. A meeting of the Board can be held at any time without notice upon the execution by all directors of a written waiver of notice, and likewise may be held without notice when all of the directors are present at the meeting. SECTION 2.09. Any action required by the Health Facilities Development Act to be taken at a meeting of the Board or any action which maybe taken at a meeting of the Board maybe taken 2 tivithout a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the directors. Such consent shall have the same force and effect as a unanimous vote and maybe treated as such in any action or document filed with the Secretary of State tinder the Health Facilities Development Act. SECTION 2.10. All meetings of the Board shall be held within the State of Teyas. SECTION 2.11. Each director may resign or be removed by the governing body of the Sponsoring Entity for cause or at will. COMMITTEES OF DIRECTORS SECTION 2.12. Directors, as such, shall receive no compensation for ser~~ices rendered as directors, but shall be reimbursed for all reasonable expenses incurred in performing their duties as directors. SECTION 2.13. The Board may, by resolution or resolutions adopted by a majority of the whole Board, establish one or more committees, each committee to consist of t~vo or more of the directors of the Corporation. Such committee or committees shall have such name or names, and such powers, as may be determined from time to time by resolution adopted by the Board of Directors. SECTION 2.14. The committees shall keep regular minutes oftheirproceedingsandreport the same to the Board tivhen required. 3 ARTICLE III NOTICES SECTION 3.01. Whenever under the provisions of the statutes or these Bylaws, notice is required to be given to any director, it shall not be construed to require personal notice, but such notice may be given alternatively in writing, by mail, addressed to such direct at such address as appears on the books of the Corporation, and such notice shall be deemed to be given to the same when the same shall be thus mailed. SECTION 3.02. Whenever any notice is required to be given under the provisions of the statutes or of these Bylaws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. 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 ground that the meeting is not lawfully called or convened. ARTICLE IV OFFICERS SECTION 4.01. The officers of the Corporation shall be chosen by the Board. The Board shall choose from its members a President and a Vice President. The Board shall also choose a Secretary and a Treasurer who mayor may not be members of the Board. Any two or more offices may be held by the same person, except the offices of President and Secretary. SECTION 4.02. The Board shall choose such officers at its first meeting and at each annual meeting thereafter in even number years. 4 [SECTION 4.03. The officers o f the Corporation chosen pursuant to Section 4.02 shall serve until the next annual meeting of the Board in an even number year or until later successors are chosen and qualify in their stead.] SECTION 4.04. The Board may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perforni such duties as shall be determined from time to time by the Board. SECTION 4.05. Any officers elected or appointed by the Board may be removed at any time by the affirmative vote of a majority of the whole Board. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the Board. The President SECTION 4.06. The President shall preside at all meetings of the directors. SECTION 4.07. The President shall be exofficio a member of all standing committees, shall have a general supervision of the management of the business of the Corporation, and shall see that all orders and resolutions of the Board are carved into effect. SECTION 4.08. The President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by the law to be otherwise signed and executed and exempt where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the Corporation. 5 Vice President SECTION 4.09. The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as the Board shall prescribe. The Secretary SECTION 4.10. The Secretary shall attend all sessions of the Board and record all notes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He/she shall give, or cause to be given, notice of all special meetings of the Board and shall perform such other duties as may be prescribed by the Board or the President, under whose supervision he shall be. He shall keep in safe custody the seal of the Corporation and, when authorized by the Board, affix the same to any instrument requiring it, and when so affixed, it shall be attested by his signature. And when the corporate seal is required as the instrument executed in the course of ordinary business he shall attest to the signature of the President or the Vice President and shall affix the seal thereto. The Treasurer SECTION 4.11. To the extent not otherwise provided by the Board, by rules or regulations, in resolutions relating to the issuance of bonds, or in financing documents relating to such issuance, the Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in a depository as shall be designated by the Board. He shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the 6 President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. SECTION 4.12. The Board may require the President, Vice-President, the Secretary, and the Treasurer to give the Corporation bonds in such sums and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of their office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation. SECTION 4.13. The provisions of the Texas Uniform Facsimile Signature of Public Officials Act shall be applicable to the Corporation, which is a duly constituted authority and public instrumentality ofthe Sponsoring Entity, a political subdivision of the State of Texas. ARTICLE V FISCAL PROVISIONS SECTION 5.01. 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 directors or officers or any individual, firm, corporation, or association, except that in the event the board of directors shall determine that sufficient provisions has been made for the full payment of the expenses, bonds and other obligations of the Corporation, then any net earnings of the Corporation thereafter accruing shall be paid to the Sponsoring Entity. 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 any candidate for public office- ? SECTION 5.02. The Board shalt have prepared for each annual meeting a full and fair statement of the business and condition of the Corporation. Checks SECTION 5.03. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers of such other person or persons as the Board may from time to time designate, provided that in no event shall a check be negotiable until it is signed by at least one officer. Fiscal Year SECTION 5.04. The fiscal year shall be determined by resolution of the Board. ARTICLE VI SEAL SECTION 6.01. The Corporation seal shall be circular and shall have inscribed in the outer circle "Pearland Health Facilities Development Corporation" and shall have inscribed in the inner circle the letters "T-E-X-A-S" and a five pointed star. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. The imprint of this seal thus authorized is affixed opposite to this section. The affixing of the corporate seal to any document or other corporate instrument shall not be required except to the extent provided otherwise by applicable law. 8 ARTICLE VII AMENDMENTS SECTION 7.01. These Bylaws may be altered, changed, or amended at any meeting of the Board at which a quorum is present, provided notice of the proposed alteration, change, or amendment be contained in the notice of such meeting, by the affirmative vote of a majority of the directors present of such meeting. All amendments to, substitutes for, and repeals of, these Bylaws shall be subject to the approval of the governing body of the Sponsoring Entity. ADOPTED AND APPROVED this the day of , 2001. {SEAL} ATTEST: Secretary ,President 9