HomeMy WebLinkAboutRes 2011-01-20 EDC Petition to Amend Certificate of Formation.pdfCITY OF ANNA, TEXAS
RESOLUTION NO. 2011-01-20
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS,
APPROVING ANNA ECONOMIC DEVELOPMENT CORPORATION'S PETITION TO
AMEND CERTIFICATE OF FORMATION
WHEREAS, the City Council of the City of Anna, Texas ("the City Council") recognizes
that on December 16, 2010 the Anna Economic Development Corporation ("EDC")
passed a resolution approving a Restated Certificate of Formation, subject to approval
by the City Council; and
WHEREAS, said resolution petitions the City Council to approve the adoption of said
Restated Certificate of Formation; and
WHEREAS, the City Council recognizes that the Restated Certificate of Formation is
true and correct and necessary for the EDC to obtain federal tax exempt 501 (c)(3)
status; and
WHEREAS, the City Council has determined that said Restated Certificate of Formation
should be approved;
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS, THAT:
Section 1. Recitals Incorporated. The recitals set forth above are incorporated herein
for all purposes as if set forth in full.
Section 2. City Council Approval of Amendmenis to Certificate of Formation. The
City Council hereby approves the Restated Certificate of Formation of Anna Economic
Development Corporation as amended and as attached hereto as Exhibit A, and directs
that all necessary actions be taken and all necessary documents be submitted by the
EDC to file said Restated Certificate of Formation with the Office of the Secretary of
State of the State of Texas.
PASSED by the City Council of the City of Anna, Texas, on this the 25th day of January,
2011.
ATTEST:
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Restated Certificate of Formation of
Anna Economic Development Corporation
ARTICLE ONE
The name of the corporation is Anna Economic Development Corporation.
ARTICLE TWO
The corporation shall be managed by its directors and operate under bylaws as a
nonprofit Texas corporation.
ARTICLE THREE
The period of its duration is perpetuaL
ARTICLE FOUR
The corporation is organized exclusively for charitable, religious, educational, and/or
scientific purposes under Internal Revenue Code section 501(c)(3) or corresponding section of
any future federal tax code, and is governed under Texas Local Government Code Chapter 504.
The purpose of the corporation is to assume to a material extent what otherwise might be
an obligation or duty of the City of Anna, Texas, a municipality and political subdivision of the
State of the Texas, by promoting and assisting with the development of industrial,
manufacturing, and other business enterprises in order to eliminate unemployment and
underemployment, and to promote and encourage employment and the public welfare of, for and
on behalf of the City of Anna, Texas, and to do any and all projects authorized by Texas Local
Government Code Chapters 501, 502 and 504 and other statutes and regulations applicable to a
Type A corporation. In the fulfillment of its purpose, the corporation shall have the power to
provide financing to pay the costs of projects, as defined in the Texas Development Corporation
Act, through the issuance of bonds, notes, and other forms of debt instruments, and to acquire,
maintain, and lease or sell property, and interest therein, all to be done and accomplished on
behalf ofthe City ofAnna, Texas and for its benefit, and to accomplish its public purposes as its
duly constituted authority and public instrumentality pursuant to the Texas Development
Corporation Act and under and within the meaning of section 501( c )(3) of the Internal Revenue
Code, or the corresponding section ofany future federal tax code.
ARTICLE FIVE
The corporation is a non-stock corporation with no members.
ARTICLE SIX
The physical address ofits registered office is III N. Powell Parkway, Anna, Texas
75409 and the name of its registered agent at that address is Jessica Perkins.
ARTICLE SEVEN
The affairs ofthe 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 ofthe governing
body of the City of Anna, Texas, a municipality and political subdivision of the State of Texas.
The number of directors constituting the Board of Directors is seven, and the names and
addresses of the persons currently serving as directors are:
Sandra Delgado 1309 Ash Street, Anna, Texas 75409
Constance Stump 321 Creekside Drive, Anna, TX 75409
Sherilyn Godfrey 236 Birdbrook Drive, Anna, TX 75409
Gene Bowles 826 Sycamore Street, Anna, TX 75409
Duane Hayes 906 Wildwood Drive, Anna. TX 75409
Bill Olsen 802 Hawthorne Road, Anna. TX 75409
ARTICLE EIGHT
The corporation's internal affairs shall be regulated by a set of bylaws, not inconsistent
with the laws ofthis State or with this Restated Certificate of Formation, with said bylaws to be
approved by the City Council ofthe City of Anna. Texas, a municipality and political
subdivision of the State of Texas.
ARTICLE NINE
The corporation is nonprofit, and the corporation's net earnings remaining after payment
of its expenses may not benefit any individual, firm, or corporation, except that ifthe board of
directors determines that sufficient provision has been made for the full payment ofthe
corporation's expenses, bonds, and other obligations, any net earnings of the corporation
subsequently accruing shall be paid to the corporation's authorizing unit, the City of Anna,
Texas, a municipality and political subdivision of the State of Texas. 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-after satisfaction or provision for
satisfaction of debts and claims--to the City of Anna, Texas, a municipality and political
subdivision of the State of Texas. No part ofthe corporation's activities shall be carrying on
propaganda, or otherwise attempting, to influence legislation, and it shall not participate in, nor
intervene in (including the publishing or distributing of statements), any political campaign on
behalf of or in opposition to any candidate for public office.
The undersigned, Constance Stump, Director, affirms that the person designated as registered
agent has consented to the appointment. The undersigned signs this document subject to the
penalties imposed by law for the submission of a materially false or fraudulent instrument and
certifies under penalty of perjury that the undersigned is authorized to execute the filing
instrument.
Date:
Constance Stump