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RE 2001-06-12.2 n RESOLUTION OF THE CITY OF COPPEI,L, TEXAS RESOLUTION NO. 20010612.2 A RESOLUTION OF THE CITY OF COPPELL, TEXAS, AUTHORIZING AND APPROVING THE CREATION OF A HEALTH FACILITIES DEVELOPMENT CORPORATION ON BEHALF OF THE CITY OF COPPELL, TEXAS; APPROVING ARTICLES OF INCORPORATION; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the city of Coppell, Texas (the "Sponsoring Entity") is a duly created municipal corporation and political subdivision of the State of Texas created and established under the Constitution and laws of the State of Texas; and, WHEREAS, the City of Coppell desires to create non-profit corporation to provide a financial vehicle to provide tax free bonds to qualified private health care providers and entities; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, SECTION 1. That, the governing body of the Sponsoring Entity 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 public welfare, with such health facilities development corporation to be known as the "Coppell Health Facilities Development Corporation". SECTION 2. That, the governing body of the Sponsoring Entity, in accordance with Chapter 221, TEXAS HEALTH AND SAFETY CODE, hereby approves the Articles of Incorporation and the Bylaws, which are attached hereto and incorporated herein as Exhibits "A" and "B", respectively, proposed to be used in organizing the health facilities development corporation; and, the initial directors named in said Articles of Incorporation shall be hereby appointed, as the initial directors by the governing body of the Sponsoring Entity. PAGE 1 41626 SECTION 3. That, the public purpose of the Sponsoring Entity is to provide a health facilities development corporation that may acquire, construct, finance, and refinance of health facilities in order to assist the maintenance of public health pursuant to the Health Facilities Development Act, Section 2213 of the TEXAS HEALTH CODE. SECTION 4. If any article, paragraph, subdivision, clause or provision of this resolution be adjudged invalid or held unconstitutional for any reason, such judgment or holding shall not affect the validity of this resolution as a whole or any part or provision thereof~ other than the part so declared to be invalid or unconstitutional. SECTION 5. This Resolution shall become effective immediately from and after its passage and it is accordingly so resolved. DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas, on this the 12th day of June, 2001. CANDY SHEEHAN, MAYOR ATTEST: LIBBY BALL, CITY SECRETARY ROBERT E. HAGER, CITY ATTORNEY (REWc~ 6/7/O 1 ) PAGE 2 41626 ARTICLES OF INCORPORATION OF COPPELL HEALTH FACILITIES DEVELOPMENT CORPORATION STATE OF TEXAS§ § COUNTIES OF DALLAS AND DENTON§ § CITY OF COPPELL§ WE, THE UNDERSIGNED natural persons, not less than three in number, each of whom is at least 18 years of age, and each of whom is a resident of the City of Coppell, Texas acting as incorporators of a nonprofit health facilities development corporation (the “Corporation”) under the “Health Facilities Development Act,” with the approval of the governing body of the City of Coppell, Texas (the “Sponsoring Entity”), as evidenced by the Resolution duly adopted at a public meeting, which is 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 Coppell Health Facilities Development Corporation. ARTICLE TWO The Corporation is a nonprofit health facilities development corporation under the Texas Health Facilities Development Act. ARTICLE THREE The period of duration of the Corporation is perpetual. ________________________________ AI- P141627 RTICLES OF NCORPORATION AGE ARTICLE FOUR The Corporation is organized exclusively for the lawful purposes, as provided in the Texas Health Facilities Development Act, as amended, to benefit and accomplish the public purpose 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 behalf of the Sponsoring Entity is to acquire, construct, provide, improve, finance, and refinance health facilities to assist the maintenance of the public health pursuant to the Health Facilities Development Act. The Corporation is a constituted authority and a public instrumentality 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 Section 103 of the I NTERNAL RC of 1986, and the Corporation is authorized to act on behalf of the Sponsoring EVENUE ODE Entity as provided in these Articles of Incorporation. 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 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 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. ________________________________ AI- P241627 RTICLES OF NCORPORATION AGE ARTICLE SIX The Articles of Incorporation may at any time and from time to time be amended as provided in the Texas 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. ARTICLE SEVEN The street address of the initial registered office of the Corporation is 255 Parkway Boulevard, Coppell, Texas 75019 and the name of its initial registered agent as such address is Jim Witt. ARTICLE EIGHT The affairs of the 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 five (5). 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: ________________________________ AI- P341627 RTICLES OF NCORPORATION AGE DATE OF EXPIRATION NAMESADDRESSES OF TERM . Lee Foreman 629 Pheasant Lane 05/02/2002 Coppell, Tx 75019 Doug Stover 906 Beau 05/02/2003 Coppell, Tx 75019 Diana Raines 616 Bethel School 05/02/2004 Coppell, Tx 75019 Jay Turner 747 Blue Jay 05/02/2005 Coppell, Tx 75019 William McGinnis 572 Rocky Branch 05/02/2006 Coppell, Tx 75019 Each director, including the initial directors, shall be eligible for appointment. 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 of their duties as directors. Any vacancy occurring on the board of directors through death, resignation or otherwise shall be filed by appointment by the governing body of the Sponsoring Entity to hold office until the expiration of the term. ________________________________ AI- P441627 RTICLES OF NCORPORATION AGE ARTICLE NINE The name and street address of each incorporator are: NAME ADDRESS Jim Witt255 Parkway Boulevard Coppell, Texas 75019 Clay Phillips255 Parkway Boulevard Coppell, Texas 75019 Gary Sieb255 Parkway Boulevard Coppell, Texas 75019 ARTICLE TEN The address of the Sponsoring Entity is City of Coppell, Texas, 255 Boulevard, Coppell, Texas 75019. The Sponsoring Entity 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 Incorporation, and the Sponsoring Entity 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. 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 ________________________________ AI- P541627 RTICLES OF NCORPORATION AGE Corporation’s activities shall be carrying on propaganda, or otherwise attempting to intervene in, (including the publishing or distributing of influence legislation, and it shall not participate in, or statements), any political campaign on behalf of or in opposition to any candidate for public office. 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 provision for satisfaction of debts and claims. Jim Witt Clay A. Phillips Gary Sieb ________________________________ AI- P641627 RTICLES OF NCORPORATION AGE THE STATE OF TEXAS§ § COUNTY OF DALLAS§ I, the undersigned, a Notary Public in and for Dallas County, do hereby certify that on this ___ day of _________________, 2001, personally appeared Jim Witt, Clay A. Phillips, and Gary Sieb, who, each being by me first duly sworn, severally declared that they are the persons who signed the foregoing documents as incorporators, and that the statements therein contained are true. IN WITNESS THEREOF, I have hereunto set my hand and seal of office the day and year above written. Notary Public in and for Dallas County, Texas My Commission Expires: (Seal) ________________________________ AI- P741627 RTICLES OF NCORPORATION AGE COPPELL HEALTH FACILITIES DEVELOPMENT CORPORATION BYLAWS ARTICLE I OFFICES SECTION 1.01. The principal office of Coppell Health Facilities Development Corporation (the “Corporation”) shall be at Coppell, Texas. ARTICLE II DIRECTORS SECTION 2.01. The affairs of the Corporation shall be managed by a board of directors (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 Coppell, Texas (the “Sponsoring Entity”). SECTION 2.02. Vacancies in the Board, including vacancies to be filled by reason of an increase in the number of directors, 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. SECTION 2.04. The annual meeting of the Board shall be held at the principal office of the corporation on the second Tuesday of each May, of each year, if not a legal holiday, and if a legal holiday, then at the next secular day following, at 5:30 o’clock, p.m., or at such time and place as shall be fixed by the consent in writing of all 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 resolution 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 or like notices on the written request of two 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 at which 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 thereat may recess the ___________________________ Fiscal Year Policy of City - Solo Page41627 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 the directors are present at the meeting. SECTION 2.09. Any action required by the Health Facilities Development Act to be taken at the meeting of the Board or any action which may be taken at a meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all the directors. 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 under the Health Facilities Development Act. SECTION 2.10. All meetings of the Board shall be held within the State of Texas. COMMITTEES OF DIRECTORS SECTION 2.11. The Board may, by resolution or resolutions adopted by a majority of the whole Board, established one or more committees, each committee to consist of two 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 2.12. The committees shall keep regular minutes of their proceedings and report the same to the Board when required. SECTION 2.13. Directors, as such, shall receive no compensation for services rendered as directors, but shall be reimbursed for all reasonable expenses incurred in performing their duties as directors. 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 mean personal notice, but such notice may be given in writing, by mail, addressed to such director at such address as appears on the books of the Corporation, and such notice shall be deemed to be given at the time 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. ___________________________ Fiscal Year Policy of City - Solo Page41627 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 may or may not be members of the Board. Any two or more officers 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. SECTION 4.03. The officers of the Corporation chosen pursuant to Section 4.02 shall serve until the second annual meeting of the Board thereafter or until their 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 perform such duties as shall be determined from time to time by the Board. SECTION 4.05. Any officer 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 ex-officio a member of all standing committees, shall have general supervision of the management of the business of the Corporation, and shall see that all orders and resolutions of the Board are carried 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 law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the Corporation. 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. ___________________________ Fiscal Year Policy of City - Solo Page41627 The Secretary SECTION 4.10. The Secretary shall attend all sessions of the Board and record all votes 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 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 to instruments executed in the course of ordinary business he shall attest to the signature of the President or 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 any 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 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 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 in 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 instrumentality of the 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 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 ___________________________ Fiscal Year Policy of City - Solo Page41627 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 shall have prepared for each annual meeting a full and clear 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 or such other persons as the Board may from time to time designate, provided that in no event shall a check be negotiable until it is singed 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 corporate seal shall be circular and shall have inscribed in the outer circle “Coppell 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. 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 at such meeting. th ADOPTED AND APPROVED this the 12 day of June, 2001. President ___________________________ Fiscal Year Policy of City - Solo Page41627