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BL 1996-08-12 CRDC Corporations Section P.O. BOle 13697 AJ.1stin. Texas 78711-3697 Antonio o. Garza, Jr. Secretary of State Office of the Secretary of State AUG 1 6 19% August 12, 1996 NICHOLS JACKSON DILLARD HAGER & SMITH ATTN: PETER SMITH 500 NORTH AKARD, 1800 LINCOLN PLAZA DALLAS, TEXAS 75201 RE: COPPELL ECONOMIC DEVELOPMENT CORPORATION CHARTER NUMBER: 1410842-01 The following instrument has been filed in this office: ARTICLES OF INCORPORATION. Enclosed is a copy of this instrument for your files. Receipt of your remittance in payment of the filing fee is acknowledged by this letter. Should you require further information or assistance, please call (512) 463-5583. Very truly yours, UJvN-- L00Jvr~ V~rn2 ~;y assdcrf Deputy Assistant Secretary Statutory Filings Division c: enclosure RR Come visit our new home on the Internet @ http://www.sos.state.tx.us/ (512) 463-5555 FAX (512) 463-5709 TDD (800) 735-2989 The Office of the Secretary of Stale does not discriminate on the basis of race, color, national origin. sex, religion. age or disability in employment or the provision of services. " . .....=-~~.~.."'-----~-_..........._..... ..--;.~..-.--..,""..."..,._. Wqc ~tatc of Wcxas SECRETARY OF STATE CER1'IFICATE OF INCORPORATION OF COPPELL ECONOMIC DEVELOPMENT CORPORATION CHARTER NUMBER 01410842-01 The undersigned, as Secretary of State of Texas, hereby certifies that Articles of Incorporation for the above corporation, duly signed pursuant to the provisions of the Development Corporation Act of 1979, have been received in this office and are found to conform to law. ACCORDINGLY, the undersigned, as such Secretary of State, and by virtue of the authority vested in the Secretary by law, hereby issues this Certificate of Incorporation and attaches hereto a copy of the Articles of Incorporation. Dated: July 26, 1996 RR '-0'0\-. Antonio O. Garza, Jr. Secretary of State RESOLUTION NO. 0 ?Jl3 C/t. / A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, AUTHORIZING INCORPORATION OF THE COPPELL ECONOMIC DEVELOPMENT CORPORATION; APPROVING THE FORM OF ARTICLES OF INCORPORATION FOR THE CORPORATION; AUTHORIZING THE INCORPORATORS TO FORWARD THE ARTICLES TO THE SECRETARY OF STATE; AND PROVIDING AN EFFECTIVE DATE. BE IS RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS: SECTION 1. That the City Council of the City of Coppell, Texas, hereby fmds and determines that it is advisable that the Coppell Economic Development Corporation be authorized and created under the provisions of the Section 4B of the Development Corporation Act of 1979, Article 5190.6, Vernon's Revised Civil Statutes, as amended. SECTION 2. That the Articles of Incorporation for the Corporation, a true copy of which is attached hereto as Exhibit "A" and are made part hereof for all purposes, be, and the same is hereby, approved for organizing the Corporation. SECTION 3. That Don B. Munson, Jim Witt, and Clay Phillips be, and are hereby, authorized to act as the Incorporators of the Corporation and to file the Articles of Incorporation of the Corporation with the Secretary of State of Texas in the manner provided by law. SECTION 4. That the City Council specifically authorized the Corporation by this resolution to act on its behalf to further the public purposes stated in the Articles, such purposes being those recited in the election ballot submitted to and approved by the voters of the City of SS1554 ......-.-..-..,. ._""._"lI>.""_ Coppell on May 4, 1996 to authorize the levy of an additional ~ of 1 percent sales and use tax to be used for the purposes authorized by Section 4B, Article 5190.6. SECTION 5. That this resolution shall take effect immediately from and after its passage, and it is accordingly so resolved. DULY PASSED by the City Council of the City of Coppell, Texas, this , 1996. APPROVED: cJ~ TOM MORTON, MAYOR APPROVED AS TO FORM: C73~!j I~ '- ...1 --L!/ . J.:: ~v-f1JJ-Fu PETER G. SMITH, CITY ATTORNEY (pGS/ttl 7/11/96) r ATTEST: ~<~ ~ ~ LIND GRAD, CI S CRETARY 2 uI ,;Z..> oay of SSI554 .........._h. .-. ARTICLES OF INCORPORATION OF COPPELL ECONONUC DEVELOPMENT CORPORAtION JUt 2 61q9f~ "'.. '\,:. ., We, the undersigned natural persons over the age of eighteen (18) and qualified electors of the City of Coppell, Texas acting as incorporators, adopt the following Articles of Incorporation of the Coppell Economic Development Corporation. ARTICLE I NAME The name of the corporation is Coppell Economic Development Corporation. ARTICLE II STATUS The Corporation is a non-profit corporation. The Corporation is a non-stock corporation and has no members. ARTICLE ill DURATION The period of its duration is perpetual. ARTICLE IV PURPOSES The purpose or purposes for which the Corporation is organized and may issue bonds is for any purpose authorized by Section 4B, Article 5190.6, Vernon's Revised Civil Statutes, as amended, the Development Corporation Act of 1979, but limited to, the construction and 88539 - 1 - . ._.....---,.;.-- de:velopment of an all-season aquatic facility, a community multi-purpose recreation facility, a new athletic complex, and the first phase of a hike and bike trail system and may contract with other existing private corporations to carry out industrial development programs consistent with the purposes and duties as set out in the Development Corporation Act of 1979. ARTICLE V REGISTERED OFFICE/AGENT The street address of the initial registered office of the Corporation is c/o City Manager, 255 Parkway Boulevard, Coppell, Texas 75019, and the name of its initial registered agent at such address is Jim Witt. ARTICLE VI DIRECTORS The number of directors constituting the initial Board of Directors is seven, and the names, addresses and initial terms of office of the persons who are to serve as the initial directors are: NAME ADDRESS TERM Kip Allison 464 Halifax, Coppell, Texas 75019 2 years Sandra Edwards 241 Whispering Hills, Coppell, Texas 75019 2 years Elizabeth Barger 719 Clayton Circle, Coppell, Texas 75019 2 years Timothy Higgins 306 Lodge Road, Coppell, Texas 75019 2 years Jim Still 726 Oriole Lane, Coppell, Texas 75019 2 years Andrew Wagner 601 Wellington Road, Coppell, Texas 75019 2 years SS539 -2- ~ary Williams 755 Pelican Lane, Coppell, Texas 75019 2 years Directors are appointed and serve at the pleasure of the City Council of the City of Coppel!. A Director may be removed by the City Council of the City of Coppell at any time without cause. Directors shall serve without compensation except that they shall be entitled to reimbursement for expenses incurred in the performance of their duties as Directors. ARTICLE VII INCORPORATORS The name and street address of the incorporators are Don B. Munson, 821 Parkway Boulevard, Coppell, Texas 75019; Jim Witt, 255 Parkway Boulevard, Coppell, Texas 75019; and Clay Phillips, 255 Parkway Boulevard, Coppell, Texas 75019. ARTICLE VIII AUTHORIZATION The City Council ofthe City ofCoppell, Texas, has specifically authorized the formation of the Coppell Economic Development Corporation, a non-profit corporation, by Resolution approving the form of these Articles of Incorporation. ARTICLE IX ELIGIBILITY That the City of Coppell is a City with a population of fewer than 50,000 according to the most recent federal decennial census that is located within the territorial limits but has not elected to become a part of a metropolitan rapid transit authority that has a principal city with a population of more than 750,000 according to the most recent federal decennial census, with such authority being S5539 - 3 - created under Chapter 452 of the Texas Transportation Code and the creation of this Corporation is authorized under the provisions of Section 4B, Article 5190.6, the Development Corporation Act of 1979, Vernon's Revised Civil Statutes, as amended, and the Corporation shall be governed by that Section. ARTICLE X AMENDMENTS These Articles of Incorporation may at any time, and from time to time, be amended by the following: a. the Board of Directors shall file with the City Council of the City ofCoppell, Texas, a written application requesting approval of the amendments to the Articles of Incorporation, specifying in such application, the proposed amendments. City Council shall consider such application and, if deemed appropriate shall approve the form of the proposed amendments. The Board of Directors of the Corporation may then amend the Articles of Incorporation by adopting such amendment at a meeting of the Board of Directors and delivering the Amended or restated Articles of Incorporation Secretary of State, or b. the City Council of the City of Coppell, Texas may, at its sole discretion, amend these Articles of Incorporation, by the adoption of a resolution approving amended or restated Articles of Incorporation. ARTICLE XI DISSOLUTION When the Corporation is dissolved, 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 City of Coppell, Texas, after satisfaction or provision for satisfaction of debts and claims. SSS39 -4- ARTICLE XII CITY APPROVAL All actions of the Corporation are subject to the City Council approval. CL~HIL~ORATOR STATE OF TEXAS COUNTY OF DALLAS Before me, a Notary Public, on this day personally appeared 4-n.;t. /7JCUl sg t'L ,---J./?L to -;-:;+ , and (1k~ /A ; / !~ s known to me to be the person whose names are subscribed to the foregoing document and being by me fIrst duly sworn, declared that the statements therein contained are true and correct. Given under my hand and seal of office this s2L ~ of ~ ,1996. ~v~L Notary Public, State of Texas My Commission Expires: ~ IS.I'!?!. I e UNOA LIIIMU MY COMMII8ION !lC'IftIS July 11, 1. SS539 - 5 -