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HomeMy WebLinkAboutIndustrial Development Corporation Articles of Incorporation - ARTICLES OF INCORPORATION. FILM In the Office of the OF Secretary. of Stare of Texas EULESS INDUSTRIAL DEVELOPMENT AUTHORITY : NOV 1 61979 THE STATE OF TEXAS . § ' COUNTY or TARRANT S , WE , THE UNDERSIGNED , natural persons , not less than three ( 3 ) % 2in number , each of whom is at least eighteen ( 18 ) years of age and each of whom is a qualified electorof the . City of Euless , Texas , acting as incorporators of a public . instrumentality and nonprofit industrial. corporation ( the " Corporation " ) under the " Development Corporation Act ' of 1979 " , with the approval of the governing body of the City of Euless , Texas , 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 . The name of the Corporation is EULESS INDUSTRIAL DEVELOPMENT AUTHORITY . ARTICLE IX . The Corporation is _a nonprofit corporation , and is an industrial development corporation under the Development Cor - poration Act of 1979 . ARTICLE III . The period - of duration of - the Corporation is perpetual . se ARTICLE IV . The Corporation is organized exclusively for the purposes of benefiting and accomplishing public purposes of , and to act on behalf of , the City of Euless , Texas , and the specific purposes 3,..t . for which the Corporation is organized and may issue bonds on behalf of the City of Euless , Texas , are the promotion and develop . ment of commercial , industrial , and manufacturing enterprises to promote and encourage employment and the public welfare , pursuant to the Development Corporation Act of 1. 979 . The Corporation is a constituted - authority and a - public instrumentality within the mean - ing of the regulations of the United States Treasury Department and r the rulings of the Internal Revenue . Service prescribed and pro mulgated pursuant to Section 10 ) of the Internal Revenue Code of 1954 , as amended , and the Corporation is authorized to act on behalf , of the City of Euless , Texas , as provided in these Articles o f Incorporation . . However , the Corporation is not a political a . subdivision or political corporation 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 , o r obligations , or the lending of credit , or a grant of public money or thing Of value , of or by the City of Euless , Texas , or any other political corporation , subdivision , .or agency of the State of Texas , . or a pledge or the faith and credit of any of them . . ARTICLE V . a . The Corporation has no members and is a nonstock corporation . ARTICLE VI . These Articles of Incorporation may at any time and from time t o time be amended as provided in the Development Corporation Act of 1979 so as to make any changes therein and add ' any provisions t hereto which might have been included in the Articles of Incor - poration in the first instance . Any such amendment . shall be . effected in either of the following manners : ( i ) the members of the board of directors of the Corporation shall file with the g overning body of the City of Euless , Texas , a written application requesting approval of the amendments to the Articles of ' noon-- potation , specifying in such application the amendments proposed - to be made , such governing body shall consider such application and , if it shall by appropriate resolution duly find and determine that it is advisable that the proposed amendments be made and shall approve the form of the proposed amendments , then the board of • ARTICLES OF INCORPORATION • Page Two directors of the Corporation may amend the Articles of Incorporation by adopting such amendments at a meeting of the board of directors and delivering articles of amendment to the Secretary of State , or ( ii ) the governing body ofethe City of Euless , Texas , may , at its sole discretion , and at any time , amend these Articles of Incorpora - t • tion , , and . alter or change the strdcture , organization , programs , or activities of the Corporation , or terminate or dissolve the Corpoa - tion (subject to the provisions of the Development Corporation Act o f 1979 , and subject to any limitation provided by the constitutions and laws of the State of Texas and the United States of America on the ' impairment of contracts entered into by the Corporation ) by written resolution adopting the amendment to the Articles of Incorporation of the Corporation or articles of dissolution at a meeting of the governing body of the City of Euless , Texas , and delivering articles of amendment or dissolution to the Secretary Of State , as provided in the Development Corporation Act of 1979 . Restated Articles of Incorporation may filed with the Secretary o f State as provided in the Development Corporation Act of 1979 . ARTICLE VII . The street . address of the initial registered office of the Corporation is 1000 W . Abram , P . O . Box 13060 , Arlington , Texas , 76013 , and the name of its initial registered agent at such address is M . ROBERT McE' ARLAND , City Attorney . ARTICLE VIII . The affairs of the Corporation shall be managed by a . board o f directors which shall be composed in its entirety of persons ® appointed by . the • governing body of the City of Euless , Texas . The number of directors constituting the initial board of directors is three ( 3 ) . . The names and street addresses of the persons who are to serve as the initial directors are as follows : NAMES ADDRESSES Mr . Harold Samuels 209 Shenandoah Drive Euless , Texas 76039 ARTICLES OF INCORPORATION Page Three • Mrs . Willie Mae McCormick 2300 N . Main - ® Euless , Texas 76039 Mr . Charles Hunt 2000 N . Main Euless , Texas 76039 Each of the initial directors resides within the corporate limits o f the City of Euless , Texas . Each director , including the initial directors , shall be eligible for reappointment . Directors are removable by the . governing eddy of the City of Euless , Texas. , for cause or at will , and must not be appointed for a term in excess o f six ( 6 ) years . The directors shall serve as such , without compensation except that they shall be reimbursed for their actual expenses incurred in the performance of their duties as d irectors . Any vacancy occurring on the board of directors through d eath , resignation , or otherwise , shall be filled by appointment by the governing body of the City of Euless , Texas , to hold office un- til the expiration of the tern for which the vacating director had been appointed . . ARTICLE Ix . 5The name and street addresses of each incorpCrator is : NAME ADDRESS c' Mr . Harold Samuels 209 Shenandoah Drive Euless , Texas 76039 Mrs . Willie Mae . McCormick 2300 N . Main Euless , Texas 76039 Mr . Charles Hunt .. 2000 N . Main Euless , Texas 76039 ARTICLE X . The City of Euless , Texas , has specifically authorized the Corporation by Resolution to act on its behalf to further the public purposes stated in said Resolution and these Articles of Incorpora - tion , and the City Council of the City . of . Euless , Texas , has by said Resolution 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 . ARTICLES OF INCORPORATION Page Four • ARTICLE XI . . 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 o fficers or any individual , firm , corporation , or association , e xcept that in the event the bo9rd of directors shall determine that • sufficient provision has beep made for the full payment of the e xpenses , bonds , and other obligations of the Corporation , then any net earnings of the Corporation thereafter accruing shall be paid to the City of Euless , Texas . No part of the Cbrporation ' s activities shall be carrying on propaganda , or otherwise attempt - ing 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 . ARTICLE XII . 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 rights thereto shall not be transferred to private ownership , but shall be trans - ferred and delivered to the City of Euless , Texas , after satisfaction or provision for satisfaction of debts and claims . IN WITNESS WHEREOF , we have hereunto set our hands this the 14th day of November , 1979 . INCORPORATORS : ' • ' �Azir if • El rold Samuels (i) filij/.7it, Willie Mae MdCormick (// Y Charles Hunt ARTICLES OF INCORPORATION Page Five 1 THE STATE OF TEXAS § COUNTY OF TARRANT § I , the undersigned , a Notary Public in and for the above County , do hereby certify that on this the 14th day of November , 1979 , personally appeared before me HAROLD SAMUELS , who , being by me first duly sworn , declared that he is the person who signed the foregoing document as an incorporator andthat the statements therein contained are true . IN WITNESS WHEREOF , I have hereunto set my hand and seal the day and year above written . - 110 - / Notary Public in and f Tarrant . County , T E X A S MY commission expires : • THE STATE OF TEXAS § COUNTY OF TARRANT § I , the undersigned ; a Notary Public in and for the above County , do hereby certify that on this the 14th day of November , 1979 , personally appeared before me WILLIE MAE McCORMICK , who , being by me first duly sworn , declared that she is the person who signed the foregoing document as an incorporator 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 . 1 war, . Notary Public in and or Tarrant County , T E X A S My commission expires : 01__ALC.) en /1d THE STATE OF TEXAS § COUNTY OF . TARRANT § I , the undersigned , a Notary Public in and for the above County , do hereby certify that on this the 14th day of November , , 1979 , personally appeared before me CHARLES HUNT , who , being by me first duly sworn , declared that he is the person who signed the foregoing document as an incorporator 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 . ZaJJ4/1y7/-- (Z)c_e Notary Public in ancfor Tarrant County , TEXAS My commission expires : icktd ARTICLES OF INCORPORATION Page Six -