BL 2014-04-07 CRDC ArticlesA RESOLUTION AUTHORIZING THE FILING OF AN APPLICATION WITH
THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS FOR APPROVAL
OF AMENDMENTS TO THE CORPORATION'S ARTICLES OF
INCORPORATION
WHEREAS, Coppell Recreation Development Corporation (the "Corporation") was duly
created by the City of Coppell, Texas (the "City") pursuant to authority granted by Article 5190.6,
Section 4B, Texas Revised Civil Statutes Ann., and now operates under Texas Local Government
Code, Chapters 501, 502 and 505 (the "Act");
WHEREAS, pursuant to the authority granted in the Act, the City has levied a one-half of
one percent sales and use tax for the benefit of the Corporation (the "Sales Tax"), to be used
exclusively for the purposes set forth in the Act and as approved by the voters of the City;
WHEREAS, at an election held November 5, 2013 (the "Sales Tax Election"), the voters of
the City authorized additional purposes and projects for which the Sales Tax may be used;
WHEREAS, this Board of Directors finds and determines that it is appropriate and in the best
interest of the Corporation to amend the Corporation's articles of incorporation to add the additional
purposes and projects for which the voters of the City approved the Sales Tax to be used and to
restate the articles of incorporation to include a previous amendment and to conform to changes in
law, in the form of a Restated Certificate of Formation with New Amendments as now required by
law; and
WHEREAS, the articles of incorporation require the Board of Directors to file with the City
Council a written application requesting approval of the Restated Certificate of Formation with New
Amendments; Now, Therefore
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF COPPELL RECREATION
DEVELOPMENT CORPORATION:
Section 1. Findines.
The statements contained in the preamble of this resolution are true and correct and are
adopted as findings of fact and operative provisions hereof.
Section 2. Application for Approval of Restated Certificate of Formation with New
Amendments.
The President and Secretary of the Board of Directors are hereby authorized and directed to
file or cause to be filed an application with the City Council for its approval of the Restated
Certificate of Formation with New Amendments in substantially the form and content attached
hereto as Exhibit A.
PASSED, APPROVED AND EFFECTIVE this April 7, 2014.
COPPELL RECREATION DEVELOPMENT CORPORATION
Tle��6�14
President, Board of Directors
ATTEST:
ecretar , Boar9f Directors
[CORPORATION SEAL]
EXHIBIT A
RESTATED CERTIFICATE OF FORMATION WITH NEW AMENDMENTS
(see attached)
RESTATED CERTIFICATE OF FORMATION WITH NEW AMENDMENTS
OF
COPPELL RECREATION DEVELOPMENT CORPORATION
The original articles of incorporation of Coppell Recreation Development Corporation are
restated and amended as set forth below.
ARTICLE I
NAME
The name of the corporation is the Coppell Recreation Development Corporation.
ARTICLE II
STATUS
The Corporation is a non-profit corporation. The Corporation is a non -stock corporation and
has no members.
ARTICLE III
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, now codified as Title 12, Subtitle Cl, Texas Local
Government Code, as amended, including the construction and development ofan 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, and including projects for youth and adult amateur athletics,
entertainment and public gathering facilities and venues, exhibition and museum facilities, public
park purposes and events and park and recreational facilities, open space improvements, hike and
bike trails, parking facilities and greenway and open space, including projects in support of the
Coppell 2030 strategic vision adopted March 10, 2009, for the redevelopment ofthe Andrew Brown
park system, expansion of the library building for Type B purposes, additional hike and bike trails,
youth and adult athletic facilities and Life Safety Park and related facilities, related infrastructure
for any such projects described above and other related improvements that enhance any of the items
described above, and the maintenance and operation expenses for any of the above described
projects.
-1-
ARTICLE V
REGISTERED OFFICE/AGENT
The street address ofthe initial registered office of the Corporation is c/o City Manager, 255
Parkway Boulevard, Coppell, Texas 75019, and the name of its registered agent at such address is
Christel Pettinos.
ARTICLE VI
DIRECTORS
The number of directors constituting the initial Board of Directors is seven, and the names
and 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
Mary 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 Coppell.
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. Manson, 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 of the City of Coppell, Texas, has specifically authorized and approved this
Restated Certificate of Formation with New Amendments of the Coppell Recreation Development
Corporation, a non-profit corporation, by a resolution adopted April 22, 2014.
-2-
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 created under Chapter 452 of the Texas Transportation Code and the creation of this
Corporation was authorized under the provision of Section 413, 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 as now set forth in Title 12, Subtitle CI, Texas Local Government
Code, as amended.
ARTICLE X
AMENDMENTS
The 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 of Coppell, 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.
ARTICLE XII
CITY APPROVAL
All actions of the Corporation are subject to the City Council approval.
-3-
ARTICLE XIII
STATEMENTS
Article I was changed to reflect the name of the corporation pursuant to a previous
amendment. Article IV is amended to incorporate into the purposes of the corporation the projects
that were approved at an election held on November 5, 2013, and to identify the corporation's
current governing law. Article V was changed to list the current registered agent of the corporation.
Article VIII was changed to state the City Council's approval of this Restated Certificate of
Formation with New Amendments. Article IX was changed to identify the corporation's current
governing law
The additional amendment to the certificate of formation set forth in Article IV conforms to
Title 12, Subtitle Cl, Texas Local Government Code, and is an addition to this Certificate of
Formation.
This Restatement of the Certificate of Formation and all amendments to the Certificate of
Formation that are in effect and all additional amendments made to the Certificate of Formation; and
this Restatement does not contain any other change to the Certificate of Formation.
This Restated Certificate of Formation with New Amendments was approved by the City
Council of the City of Coppell, Texas, by resolution adopted April 22, 2014.
44creta�y. Boar Directors
Coppell Recreation Development Corporation
President, Board of Directors
Coppell Recreation Development Corporation
ACKNOWLEDGMENT
BEFORE ME, the undersigned authority, on this day personally appeared the foregoing
individuals, to be the persons and officers whose true and genuine signatures were subscribed to the
foregoing instrument in my presence.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the'—/ day of,
2014.
AMY SWAIM
4PpY PVe(�,
__°•' �= Notary Public. State of Texas
5y: h My Commission Expires
January 29, 2018
-4-
Am 5X)a"V1-
Notary Public, State of Texas
-5-