Res 081-97 5/20/1997t
RESOLUTION NO. � I -C4
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
WICHITA FALLS, TEXAS; AUTHORIZING INCORPORATION
OF THE WICHITA FALLS 4B SALES TAX CORPORATION;
APPROVING THE FORM OF ARTICLES OF INCORPORATION
FOR THE CORPORATION; AUTHORIZING THE MAYOR, THE
CITY MANAGER, AND THE CITY ATTORNEY TO ACT AS
INCORPORATORS AND FORWARD THE ARTICLES TO THE
SECRETARY OF STATE; PROVIDING AN EFFECTIVE DATE;
FINDING AND DETERMINING THAT THE MEETING AT
WHICH THIS RESOLUTION WAS PASSED WAS OPEN TO THE
PUBLIC AS REQUIRED BY LAW.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
WICHITA FALLS, TEXAS, THAT:
SECTION 1. The City Council of the City of Wichita Falls, Texas,
hereby finds and determines that it is advisable that the Wichita Falls 4B Sales
Tax Corporation be authorized and created under the provisions of the Texas Non -
Profit Corporation Act and Section 4B, Article 5190.6, Vernon's Texas Civil
Statutes, as amended, the Development Corporation Act of 1979.
SECTION 2. The Articles of Incorporation for the Corporation, a true
copy of which is attached hereto as Exhibit "A" and made a part hereof for all
purposes, be and the same is hereby approved for organizing the Corporation.
SECTION 3. The Mayor, the City Manager, and the City Attorney be
and they 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
the State of Texas in the manner provided by law.
SECTION 4. The City Council specifically authorizes 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 Wichita Falls on January 18, 1997, to
authorize the levy of an additional 1/ of 1 percent sales and use tax to be used for
the purposes authorized by Section 4B, Article 5190.6.
SECTION 5. This resolution shall take effect immediately from and
after its passage and it is accordingly so resolved.
SECTION 6. It is hereby found and determined that the meeting at
which this resolution was passed was open to the public as required by law.
PASSED AND APPROVED this the 20th day of May, 1997.
ATTEST:
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ARTICLES OF INCORPORATION
OF THE
WICHITA FALLS 4B SALES TAX CORPORATI
in the'QNW,4j
Secretary of into of r4j4jj
MAY 2 7198f
Corporations Section
MT, the undersigned natural persons, not less than three in number, each of
whom is at least eighteen years of age, and each of whom is a qualified elector of the
City of Wichita Falls, Texas (the "City"), which is a duly established City under the
Texas Constitution, acting as incorporators of a public instrumentality and non-
profit industrial development corporation (the "Corporation") under the
Development Corporation Act of 1979, as amended (the "Act") with the approval of
the governing body of the City do hereby adopt the following Articles of
Incorporation for the Corporation:
ARTICLE I
The name of the Corporation is the Wichita Falls 4B Sales Tax Corporation.
FAS Mimww
The Corporation is a non-profit corporation, and is an industrial development
corporation under the Development Corporation Act of 1979, and shall be governed
by Section 4B of said Act and specifically Article 5190.6, Section 4B, Revised Civil
Statutes of the State of Texas, as now existing or as may be amended.
ARTICLES OF INCORPORATION
Page 1
ARTICLE III
The period of its duration is perpetual.
ARTICLE Iv
(a) The purpose for which the Corporation is organized is as approved by
City voters on January 18, 1997, is for economic development by funding public
improvements, including but not limited to projects for a library, a police and fire
training center, fire station consolidation and equipment, police and fire radio
dispatch modernization, public park improvements, streets and roads, drainage,
and related improvements, and the maintenance and operations expenses for any
project authorized by Section 4B of Article 5190.6, V.A.C.S.
(b) In the fulfillment of its corporate purpose, Corporation shall have the
power to acquire, maintain, and lease and sell property, and interest therein, all to
be done and accomplished on behalf of the City and for its benefit and to accomplish
its public and governmental purposes as its duly constituted authority and public
instrumentality pursuant to the Act and under, and within the meaning of, the
Internal Revenue Code of 1986, as amended, and the applicable regulations of the
United States Treasury Department and the rulings of the Internal Revenue
Service of the United States ascribed and promulgated thereunder.
ARTICLES OF INCORPORATION Page 2
(c) In the fulfillment of its corporate purpose, the Corporation shall have
and may exercise the powers ascribed in ¶(b) of this article, together with all the
other powers granted to corporations that are incorporated under the Act and that
are governed by Section 4B thereof, and, to the extent not in conflict with the Act,
Corporation shall additionally have and exercise all the rights, powers, privileges,
authorities and functions given by the general laws of the State of Texas to non-
profit corporations under the Texas Non -Profit Corporation Act, as amended, Article
1396.101, et seq., Texas Revised Civil Statutes, as amended.
ARTICLE V
The street address of the initial registered office of the Corporation is 1300
Seventh Street, P. O. Box 1431, Wichita Falls, Texas 76307, and the name of its
initial registered agent at such address is Lydia Torres, City Clerk.
ARTICLE VI
The affairs of the Corporation shall be managed by a board of directors which
shall be composed in its entirety of persons appointed by and serving at the
pleasure of the governing body of the City. The number of directors constituting the
Board of Directors is seven (7), and the names and addresses of the persons who are
to serve as the initial directors are:
ARTICLES OF INCORPORATION Page 3
Names
Addresses
Paula Benay Ayers
#5 Navasota Circle
Wichita Falls, Texas 76309
(692 -9651)
(mail) 1411 13th Street, Suite 1
Wichita Falls, Texas 76301
(766 -2969)
Richard Kevin Boone
3613 Glenwood
Wichita Falls, Texas 76308
(696 -1986)
(mail) 1510 15th Street
Wichita Falls, Texas 76301
(766 -3167)
Ray Armendarez Gonzalez
1534 Jenney Lee Drive
Wichita Falls, Texas 76302
(767 -0530)
(766 -1217)
Paul Alan Hughes
2503 San Simeon
Wichita Falls, Texas 76308
(692 -6064)
Tommy Leslie McCulloch, Jr.
3717 Cedar Elm
Wichita Falls, Texas 76308
(696 -2304)
Bank One, 4245 Kemp
Wichita Falls, Texas 76308
(mail) P. 0. Box 540
Wichita Falls, Texas 76307
(689 -6599)
(689 -6661 ) fax
Arnold Wray Oliver
2407 Lou Lane
Wichita Falls, Texas 76308
(691 -7539)
(691 -2380 ) fax
Davis Ikard Smith
2008 Irving Place
Wichita Falls, Texas 76308
(767 -8549)
(mail) 916 Scott Street
Wichita Falls, Texas 76301
766 -4211)
ARTICLES OF INCORPORATION Page 4
M1
Each director shall be a resident of the City of Wichita Falls, Texas, and shall
be at least eighteen (18) years of age.
ARTICLE VII
The name and street address of the incorporators are:
Names
Addresses
Kathryn A. Yeager
City of Wichita Falls
P. O. Box 1431
Wichita Falls, Texas 76307
James Berzina
City of Wichita Falls
P. O. Box 1431
Wichita Falls, Texas 76307
Gregory D. Humbach
City of Wichita Falls
P. O. Box 1431
Wichita Falls, Texas 76307
ARTICLE VIII
The City Council of the City of Wichita Falls, Texas, has specifically
authorized the formation of the Wichita Falls 4B Sales Tax Corporation, a non-
profit corporation, by resolution approving the form of these Articles of
Incorporation.
ARTICLE IX
That the City of Wichita Falls is a city located in a county with a population
of less than 500,000 according to the most recent Federal Decennial Census, and
ARTICLES OF INCORPORATION Page 5
the creation of this Corporation is authorized under the provisions of Section 4B,
Article 5190.6, the Development Corporation Act of 1979, Vernon's Texas Civil
Statutes, as amended, and the Corporation shall be governed by that Section.
ARTICLE X
The Corporation is a non -stock corporation and has no members.
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 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 expenses, bonds and
other obligations of the Corporation, then any net earnings of the Corporation
thereafter accruing shall be paid to the City. 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.
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
ARTICLES OF INCORPORATION page 6
property or rights thereto shall not be transferred to private ownership but shall be
transferred and delivered to the City after satisfaction or provision for satisfaction
of debts and claims.
GREGORY D. HUMBACH
STATE OF TEXAS §
COUNTY OF WICHITA §
BEFORE ME, the undersigned authority, on this day personally appeared
Kathryn A. Yeager, James Berzina, and Gregory D. Humbach, known to me
to be the persons whose names are subscribed to the foregoing instrument, and
being by me first duly sworn, declared that the statements therein contained are
true and correct.
GIVEN UNDER MY
1997.
1 _ p,�PPY PUTi�'�4
LINDA MERRILL
i - ► * = Notary Public, Strata of Ts
'o, = My Commission Expires 12.22
ARTICLES OF INCORPORATION
HAND AND SEAL OF OFFICE this 1�6- day of
Notary Public, State of Texas
Page 7