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Res 233-82 12/21/1982RESOLUTION NO. 233-82 A RESOLUTION by the City Council .nf. the City of Wichita Falls , Texas , authorizing and approv- ing the creation of a joint housing finance corporation to act on its behalf under the Texas Housing Finance Corporations Act" and approving the form of Articles of Incorpora- tion proposed to be used in organizing the Corporation. WHEREAS, a written application requesting the authori- zation and approval of the creation of a joint housing finance corporation to act on behalf of the City of Wichita Falls, Texas, under the provisions of the "Texas Housing Finance Corporations Act" (the "Act") and having attached thereto articles of incorporation proposed to be used in organizing the Corporation has been filed with this City Council; and WHEREAS , the City Council has considered such applica- tion and has found and determined that such is signed by not less than three (3) natural persons , each of whom is at least . eighteen (18) years of age and a qualified elector of the City of Wichita Falls , Texas , and that said application is otherwise proper in form and content in accordance with applicable law so that it may be reviewed and acted upon ; and WHEREAS , the City Council has considered the articles of incorporation proposed to be used in organizing the Corporation as submitted with the aforementioned application and has found and determined that they are proper in form and content and should be approved; and WHEREAS , the City Council has determined that a joint housing finance corporation created on behalf of the City, , pursuant to the Act, is wise, expedient, necessary or advisable and would be of benefit to the City and its inhabitants; that accordingly the creation of such corporation should be approved and authorized; and WHEREAS , this City Council has previously approved the creation of a Housing Finance Corporation to act on its behalf and, pursuant to such approval , the Wichita Falls Housing Finance Corporation was duly incorporated under the laws of the State of Texas ; and WHEREAS , the Wichita Falls Housinc, Finance Corporation has issued no bonds pursuant to the provisions of the Texas Housing Finance Corporations Act; and Pag-e 2 of 11 Pages Agenda Item No. 10.c. WHEREAS , it is the desire of this City Council that the joint housing finance corporation hereby approved to be created shall be the only such corporation authorized to act on behalf of the City of Wichita Falls , and , to that end , the Wichita Falls Housing Finance Corporation be dissolved and its affairs wound up, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS, TEXAS : SECTION 1 : That the findings and determinations recited in %he preamble hereof shall be and the same are hereby made a part of this resolution to the same extent and with the like effect as though again set forth herein at length. SECTION 2 : The creation of a joint housing finance corporation to act on behalf of the City of Wichita Falls , Texas as requested in the aforementioned application be and the same is hereby authorized and approved. SECTION 3 : The articles of incorporation proposed for use in organizing the Corporation as submitted with said applica- tion (and attached hereto for purposes of identification) are hereby approved and the number and names of the persons who are to serve as the initial board of directors as therein set forth are likewise approved and with like effect as if herein appointed as the initial directors of said Corporation. The City herein grants authority for the incorporation of the Corporation. SECTION 4 : The Board of Directors of the Wichita Falls Housing Finance Corporation is hereby directed to adopt a resolu- tion determining and reciting that the purposes for which that corporation was formed have been substantially complied with and that no bonds have been issued by such corporation, and thereupon to execute, seal and file for record in the Office of the Secretary of State a certificate of dissolution reciting such facts and declaring the corporation to be dissolved; and there- upon to deliver to the City of Wichita Falls the title to all funds and properties owned by such corporation at the time of dissolution. SECTION 5 : That it is hereby officially found and determined that a case of emergency or urgent public necessity exists which requires the holding of the meeting at which this Resolution is adopted, such emergency being that the adoption of this Resolution is necessary for the incorporation of a housing finance corporation under the "Texas Housing Finance Corporations Act" ; and that the proceeds from the issuance of such corporation ' s bond are needed as soon as possible and without delay for necessary and urgently needed residential housing for persons of low and moderate income within the City; that said meeting was open to the 2- Page 3 of n Pages Agenda Item No. 10.c. public as required by law; and that public notice of the time, place and purpose of said meeting was given as required by Vernon' s Ann. Civ. St. Art. 6252-17 , as amended SECTION 6 : This Resolution shall be effective from and after its passage, and it is so resolved. PASSED AND APPROVED, this the day of , 1982. C.c Ci of Wichita Falls , ATTEST: City Clerk, City of Wichita Falls , Texas Seal) 3- Page 4 of H Pages Agenda Item No. 10.c. ARTICLES OF INCORPORATION OF NORTH TEXAS HOUSING FINANCE CORPORATION THE STATE OF TEXAS COUNTIES OF WICHITA AND CLAY CITIES OF WICHITA, FALLS, IOWA PARK, HENRIETTA, OLNEY, GRAHAM, BOWIE, ELECTRA § AND VERNON WE, THE UNDERSIGNED, natural persons of the age of eighteen (18 ) years or more, citizens of the State of Texas and each of whom is a resident of one of the Sponsoring Local Governmental Units, which are duly created cities and counties established under the Constitution and laws of the State of Texas, acting as incorporators of a public instrumentality and non-profit corporation (the "Corpora- tion" ) under the Texas Housing Finance Corporations Act (the Act" ) . having been granted authority by the governing bodies of the Sponsoring Local Governmental Units by resolutions passed and adopted by said governing bodies on the dates set forth in Article Ten hereof, do hereby adopt the following Articles of Incorporation for the Corporation: ARTICLE ONE The name of the Corporation is "NORTH TEXAS HOUSING FINANCE CORPORATION" . ARTICLE TWO The ' Corporation is a public instrumentality and non-profit corporation. . ARTICLE THREE The period of duration of the Corporation is perpetual. ARTICLE FOUR The Corporation is organized exclusively for the purpose of benefiting and accomplishing public purposes of, and on behalf of, the Sponsoring Local Governmental Units, Page 5 of 11 Pages Agenda Item No. 10.c. by financing the cost of residential ownership and develop- ment that will provide decent, safe and sanitary housing for residents of the Sponsoring Local Governmental Units at prices they can afford. It has been determined and declared by the Legislature of the State of Texas that such residential ownership and development will ( a) provide for and promote the public health, safety, morals and welfare; b) relieve conditions of unemployment and encourage the increase of industry and commercial activity and economic development so as to reduce the evils attendant upon unemployment; (c) provide for efficient and well-planned urban growth and development including the elimination and prevention of pOtential urban blight and the proper coordination of industrial facilities with public services, mass transportation and residential development; (d) assist persons of low and moderate income in acquiring and owning decent, safe and sanitary housing which they can afford; and e) preserve and increase ad valorem tax bases of local governmental units; and the foregoing have been determined and declared by the Legislature of the State of Texas to lessen the burden of government and to be public purposes and functions. The Corporation is organized solely to carry out the puLposes of the Act and specifically shall have the power to make or acquire home mortgages, to make loans to lending institutions or to make loans on residential developments . ARTICLE FIVE The Corporation has no members . ARTICLE SIX These articles of incorporation may at any time and from time to time be amended pursuant to the procedures relating thereto as set forth in the Act. ARTICLE SEVEN The street address of the initial registered office of the Corporation is 1300 7th Street, Wichita Falls , Texas , and the name of its initial registered agent at such address is Henry P. Hodge, Jr. ARTICLE EIGHT The affairs of the Corporation shall be managed by a board of directors which shall be composed in its entirety Pag ) of11 Pages Agenda Item No. 10.e. 2- of persons appointed by the governing bodies of the Sponsoring Local Governmental Units . Voting rights of each Sponsoring Local Governmental Unit on the board of directors (no matter how many members of the Board of Directors it may legitimately have a right and choose to appoint) shall be based on the proportion a particular Sponsoring Local Governmental Unit ' s population constitutes of. the combined populations of all participating Sponsoring Local Governmental Units ; provided, however, that the population of any participating county gov- ernment shall exclude the population (s) of any participating city government (s) within that county in arriving at such proportionate voting rights. Each participating Sponsoring Local Governmental Unit shall be entitled to appoint not more than the number of directors arrived at after dividing its population (as determined by the 1980 Census and including the county population exclu- sions mentioned above) by 3 , 000 , with the entire board of directors no to exceed fourteen (14) members . Only whole numbers and not fractions resulting from this calculation will be used in determining the number (s) of appointments which can be made by a particular Sponsoring Local Governmental Unit. Each Sponsoring Local Governmental Unit shall be entitled to at least one director. The number of directors constituting the initial board of directors is fourteen (14) . In the event subsequent changes in population should increase or decrease the number of directors (but in no event less than one) which each Sponsoring Local Governmental Unit should be entitled to appoint, the board of directors shall , by resolution duly adopted, provide for amendment of the Bylaws to reflect such change in number. The names and addresses of the persons who are to serve as the initial directors , and the date of expiration of their initial terms as directors , are as follows : DATE OF NAME ADDRESS EXPIRATION OF TERM Gary D. Cook P. 0. Box 1431 December 31, . 1984 Wichita Falls , Texas 76307 Howard Morris P. 0. Box 1431 December 31 , 1984 Wichita Falls, Texas 76307 Dane Bennett P. O. Box 1431 December 31, 1984 Wichita Falls , Texas 76307 Henry P. Hodge P. O. Box 1431 December 31 , 1984 Wichita Falls, Doss Hamilton 415 Avenue C December 31 , 1984 Burkburnett , Texas 76354 Charlie Lee P . O. Box 190 December 31 , 1984 Iowa Park , Texas 76367 Vernon Smith P. O. Box 56 December 31 , 1984 Henrietta, Texas 76365 George Medlin 109 Mistletoe December 31 , 1984 Olney , Texas 76374 3- Page 7 of ii Pages Agenda Item No. 10.c. DATE OF NAME ADDRESS EXPIRATION OF TERM Pat Morton P. 0. Box 1449 December 31 , 1984 Graham, Texas 76049 John Middleton 304 Lindsey December 31 , 1984 Bowie , Texas 76230 Norma Graham 107 North Main December 31 , 1984 Electra, Texas 76360 Clarence Grof P. O. Box 1423 December 31 , 1984 Vernon, Texas Gordon Griffith Wichita County Courthouse December 31 , 1984 Wichita Falls, Texas 76307 Billy Womack P. O. Box 128 December 31 , 1984 Henrietta, Texas 76365 Each of the initial directors resides within one of the Sponsoring Local Governmental Units . Each director , including the initial directors , shall be eligible for reappointment. Directors are removable by the governing bodies of the Sponsoring Local Governmental Units , for cause or at will , and may not be appointed for a term in excess of two (2) years . Any vacancy occuring on the board of directors through death, resignation , or otherwise , shall be filled by appointment by the governing body of the Sponsoring Local Governmental Unit which initially appointed the director whose position on the board of directors has become vacant, to hold office until the expiration of the term for which the vacating director had been appointed. ARTICLE NINE The name and street address of each incorporator is : NAME ADDRESS Henry P. Hodge, Jr. 4507 Nassau Wichita Falls , Texas 76308 Charles P. Connolly 5211 Brookwood Wichita Falls , Texas Glenn Williams 4700 Taft Wichita Falls , Texas Each incorporator resides within one of the Sponsoring Local Governmental Units . ARTICLE TEN Resolutions approving the form of these articles of incor- poration have been duly adopted by the governing bodies of the Sponsoring Local Governmental Units on the dates as follows : SPONSORING LOCAL DATE OF ADOPTION GOVERNMENTAL UNIT OF RESOLUTION The City of Wichita Falls December 21, 1982 4- Page 8 of 11 Pages Agenda Item No. 10.c. SPONSORING LOCAL DATE OF ADOPTION GOVERNMENTAL UNIT OF RESOLUTION The City of Iowa Park The City of Henrietta The City of Olney The City of Graham The City of Burkburnett The City of Bowie The City of Electra The City of Vernon Wichita County Clay County Any obligations incurred by the Corporation (including bonds or interest thereon) shall be payable solely from the revenues of the Corporation which shall be paid into a special fund or funds of the Corporation as its directors may provide by resolution. The Sponsoring Local Govern- mental Units shall not in any event be liable in any manner for or with respect to the payment from funds under its control of any obligations or agreements created or incurred by the Corporation and no obligations or agreements of the Corporation shall be construed as an indebtedness , obliga- tion or moral obligation of the Sponsoring Local Governmental Units. ARTICLE ELEVEN No dividends shall ever be paid by the Corporation and no part of its net earnings (beyond that necessary for retirement of the indebtedness of the Corporation or to implement the public purpose of the Sponsoring Local Govern- mental Units for which the Corporation has been created) shall be distributed to or inure to the benefit of its• directors or officers or any private person , firm, corpora- tion or association except in reasonable amounts for services rendered. No substantial 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 statements) , any political campaign on behalf of or in opposition to any candidate for public office . 5- Page 9 of u Pages Agenda Item No.10.e. 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 and shared among the Sponsoring Local Governmental Units in proportion to the mortgage revenue bond proceeds used by each Unit, after satisfaction or provision for satisfaction of debts and claims . IN WITNESS WHEREOF, we have hereunto set our hands, this the 29th day of December 1982 . 1111, 0" 111 6-- Page 10 of 11 Pages Agenda Item No. 10.c. THE STATE OF TEXAS COUNTY OF 1;`),,,( `;t I , the undersigned, a Notary Public, do hereby certify that on this 64-1\- day of lc{ 3 personally appeared before me, u• . who, being by me duly sworn, declared that he is the per .on 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. cx Notary Public in and for the State of Texas My Commission Expires : i AT),{ i Notary Seal ) 6- THE STATE OF TEXAS COUNTY OF I , the undersigned, a Notary Public, do hereby certify that on this js- day of c\%--3 personally appeared before me, 11 • • ,s_s i who, being by me duly sworn, declared that1he is t'`- p rson 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. Notary Public in and for the State of Texas My Commission Expires : j V),:).R(c Notary Seal ) 6- THE STATE OF TEXAS COUNTY OF :),(Voi., I , the undersigned, a Notary Public, do hereby certify that on this 3' - day of personally appeared before me, 4'-4 _ who, being by me 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. Notary Public in and for the State of Texas My Commission Expires : Notary Seal ) 6- APPLICATION FOR AUTHORIZATION AND APPROVAL OF A NON-PROFIT HOUSING FINANCE CORPORATION TO ACT ON BEHALF OF THE CITY OF WICHITA FALLS, TEXAS TO THE CITY COUNCIL: WE, the undersigned natural persons, not less than three in number, each of whom is at least 18 years of age and a qualified elector of The City of Wichita Falls, Texas, hereby request that the City Council authorize and approve the creation of a joint housing finance corporation to act on behalf of The City of Wichita Falls, Texas, pursuant to the "Texas Housing Finance Corporations Act" , as amended. It is further requested that the City Council approve the form of Articles of Incorporation proposed to be used in organizing the corporation, a copy of which is attached hereto as Exhibit A. SIGNED AND SUBMITTED, this the tW day of Ve& 2zjr1L?,1 1982 . AL ( 1 4):,Q Incorporator 67 ie,t,t-6--( )4--7,-/-6,( clncorporator- _ f Incorporator / Page ll of ll Pages Agenda Item No. 10.c. CERTIFICATE OF CITY CLERK THE STATE OF TEXAS COUNTY OF WICHITA CITY OF WICHITA FALLS I , the undersigned, City Clerk of the City of Wichita Falls, Texas, DO HEREBY CERTIFY as follows : 1. That on the 21st day of December 1982, the City Council of the City of Wichita Falls, Texas, convened in iegular session at its regular meeting place in the City Hall, Wichita Falls , Texas; the duly constituted members of the Council being as follows : Gary Cook MAYOR Horace Boston John Hampton Howard Morris COUNC I LMEMBERS Carol Russell Gene Shearman Craig Wilson and all of said persons were present at said meeting, except the following: None Among . other business considered at said meeting, the attached resolution entitled: A RESOLUTION by the City Council of the City of Wichita Falls, Texas, authorizing and approving the creation of a joint housing finance corporation to act on its behalf under the "Texas Housing Finance Corpora- tions Act" and approving the Articles of Incorporation proposed to be used in ' organizing the Corporation. " was introduced and submitted to the City Council for passage and adoption. After presentation and due consideration of the resolution, a motion was made by Howard Morris that the resolution be finally passed and adopted. The motion was seconded by Carol Russell and carried by the following vote: All voted "For"None voted "Against" None abstained all as shown in the official Minutes of the City Council for the meeting held on the aforesaid date. 2 . That the attached resolution is a true and correct copy of the original on file in the official records of the City; the duly qualified and acting members of the City Council of said City on the date of the aforesaid meeting are those persons shown above and, according to the records of my office, each member of the Council was given actual notice of the time, place and purpose of the meeting and had actual notice that the matter would be considered; and that said meeting, and deliberation of the aforesaid public business, was open to the public and written notice of said meeting, including the subject of the entitled resolution, was posted and given in advance thereof in compliance with the provisions of Article 6252-17, Sec- tion 3A, V.A.T.C. S. IN WITNESS WHEREOF, I have hereunto signed my ame official and affixed the s al of said City, this day of Gt City Clerk, City' of Wichita Falls, Texas City Seal) 2-