HomeMy WebLinkAboutCDCpkt2010-12-16 Special Meeting5a
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COMMUNITY
DEVELOPMENT
CORPORATIOb�
December 16, 2010
Special Meeting Packet
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AGENDA -AMENDED
SPECIAL MEETING
OF ANNA COMMUNITY DEVELOPMENT CORPORATION
December 16, 2010 at 4:00 p.m.'
DEVF(OPr.ter- i
ANNA CITY HALL ADMINISTRATION BUILDING,
(A)al-nrnnun 111 N. POWELL PKWY., ANNA, TEXAS
The Anna Community Development Corporation will conduct a special meeting at 6:00
p.m' on December 16, 2010, at the Anna City Hall Administration Building, 111 N.
Powell Parkway, to consider the following items:
1. Call to order.
1 2. Roll Call and Establishment of Quorum.
to VT VConsider/Discuss/Action regarding a roving an ap lication to the City of Anna
for an amendment to the Certificate Formation.
1 Consider/Discuss/Action regarding, amending theyvlaws to coincide with the
r�s� Articles of Incorporation.Q�,
'l PO V �l
v 5. Adjourn. � � ^^ ^ Li'
This is to certify that I, Jessica Perkins, Assistant to the City Manager, posted this
agenda at a place readily accessible to the public at the Anna City Hall and on the City
Hall bulletin board at or before 6:00 p.m., December 13;2010.
l ica Perkins, f(s istant to the City Manager
I ADDITIONAL NOTICE REGARDING MEETING TIME: In the event that the Anna Economic Development Corporation
meets at the same time and place scheduled for this meeting, then this meeting will be delayed and will begin immediately
after the conclusion of the meeting of the Anna Economic Development Corporation.
IMPORTANT LEGAL NOTICE: The Corporation may vote and/or act upon each of the items listed in this agenda. The
Corporation reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever
it is considered necessary and legally justified under the Open Meetings Act. Disabled persons who want to attend this
meeting and who may need assistance should contact the City Secretary at 972-924-3325 two working days prior to the
meeting so that appropriate arrangements can be made.
COMMUNITY
DEVELOPMENT
CORPORATION
Meeting: Dec. 16, 2010
Budgeted Amount: N/A
Item No. 1
Anna
Community Development
Corporation Agenda Staff Report
AGENDA SUBJECT: Call to Order
SUMMARY:
STAFF RECOMMENDATION:
Staff Contact: Jessica Perkins
Exhibits: Yes X No
CORPORATION
Meeting: December 16, 2010
Budgeted Amount: N/A
Item No. 2
Anna
Community Development
Corporation Agenda Staff Report
Staff Contact: Jessica Perkins
Exhibits: Yes X No
AGENDA SUBJECT: Roll Call and Establishment of Quorum.
SUMMARY:
STAFF RECOMMENDATION:
COMMUNITY
DEVELOPMENT
CORPORATION
Meeting: December 16, 2010
Budgeted Amount: N/A
Item No. 3
Anna
Community Development
Corporation Agenda Staff Report
Staff Contact: Jessica Perkins
Exhibits: )(Yes No
AGENDA SUBJECT: Consider/Discuss/Action regarding approving an application to
the City of Anna for an amendment to the Certificate of Formation.
SUMMARY: In Feb. of this year staff submitted a tax exempt application to the IRS for
the CDC to become a 501 (c) 3. Over the past couple of months staff has been
responding to IRS inquiries to substantiate our application for tax exempt status. The
CDC may be required to amend its Certificate of Formation (Articles of Incorporation) to
reflect language in the IRS tax code to support our claim as a tax exempt "charitable"
organization. In order to move forward with an amendment to the Certificate of
Formation, the CDC will have to receive approval from the City Council. The attached
resolution is a "request' to seek their approval to move forward with the needed changes.
STAFF RECOMMENDATION: Staff recommends you approve the resolution.
ANNA COMMUNITY DEVELOPMENT CORPORATION
RESOLUTION N
A RESOLUTION OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION
PETITIONING THE CITY COUNCIL OF THE CITY OF ANNA TO AUTHORIZE AMENDING
THE CERTIFICATE OF FORMATION
WHEREAS, Local Government Code § 501.301 requires the Anna Community Development
Corporation ("CDC') to seek authorization to amended their Certificate of Formation from the
governing body; and
WHEREAS, the CDC desires to amend their Certificate of Formation.
NOW THEREFORE, BE IT RESOLVED BY THE ANNA COMMUNITY DEVELOPMENT
CORPORATION THAT:
Section 1. Recitals Incorporated.
The recitals set forth above are incorporated herein for all purposes as if set forth in full.
Section 2. Amendments to the CDC's Certificate of Formation
The CDC Board of Directors hereby approves amending the Certificate of Formation of the
Anna Community Development Corporation as set forth in Exhibit A, attached hereto and
incorporated herein for all purposes as if set forth in full, subject to legal review and approval by
the City of Anna City Council.
PASSED AND APPROVED by the Anna Community Development Corporation on this the
day of 2010.
APPROVED:
Rob Simmons, CDC President
ATTEST:
Sherilyn Godfrey, CDC Secretary
ANNA CDC RESOLUTION NO. Page 1 of 1
/ /° ' - rxki bi I A
CERTICATE OF FORMATIONDeleted: ARTICLES OF
----------- - INCORPORATION
OF Deleted: I
THE ANNA COMMDNITY DEVELOPMENT CORPORATION
The undersigned natural persons being not less than three (3) and Each being of the- - Formatted: Justified
age of eighteen (18) years or more, and each being a qualified elector of the City of
Anna, Texas, acting as incorporators of a corporation under the Development
Corporation Act of 1979, hereby adopt the following Articles of Incorporation for the
corporation:
ARTICLE ONE
The name of the corporation is Anna Community Development Corporation.
ARTICLE TWO
The corporation is a non-profit corporation.
ARTICLE THREE
The period of its duration is perpetual.
ARTICLE FOUR
The purpose for which the corporation is organized is to act on behalf of the City of Fomratted: Justleed
Anna, Texas in the transaction of any or all lawful business for which corporations may
be incorporated under the Development Corporation Act of 1979, Section 413, Article
519_6 V.T.C.S., as amended, which purpose or purposes shall be limited to the
promotion' and development of industrial and manufacturing enterprises to promote
and encourage employment and the public welfare, including, but not limited to, a
project to provide public safety facilities, streets and roads, drainage and- related
improvements, demolition of existing structures, general municipally owned
improvements, as well as any improvements or facilities that are related to any of those
projects and any other project that promotes or develops new or expanded business
enterprises, as well as projects required or suitable for use for professional and
amateur sports, athletic, entertainment, tourist, convention, and public park purposes
and events, including stadiums, ball parks, auditoriums, amphitheaters, concert halls,
learning centers, parks and park facilities, open space improvements, municipal
buildings, museums, exhibition facilities and related store, restaurant, concession and
automobile parking facilities, related area transportation facilities, and related roads,
streets, and water and sewer facilities and other related items that enhance any of
those items; and in furtherance of these purposes, may issue bonds
on behalf of the City of Anna, Texas.
ARTICLE FIVE
The corporation has no members and is a non -stock corporation.
ARTICLE SIX
The street address of the registered office is. 111 North Powell Parkway, Anna, Texas- - -
Formatted: Justified
75409, and thepame of the registered agent at such address is Jessica Perkins,
Deleted: 120 west 4th s red
--
Deleted:I
ARTICLE SEVEN
Deleted: ifits initial
The affairs of the Corporation shall be managed by a board of -d - irectors which shall be-•,
Deleted: DANE HAYFS
composed in its entirety of persons appointed by and servingat the pleasure of the
Formatted: centered
governing the City. The number of directors constituting the Board of
Deleted: Thenmm�ero'direetors
Severn and the names and addresses of the person who are to serve as a
consdtutingtheboerdof direetors isis
-Directors ,
the current 1T0CIOTS are: __- �,•••
.__ _...__- _.. - ___ ___ - ___ ��,'•
seven (7), and the nanesl
anaddresses of the persons who are to
d
serve as initial directors areal
Constance Stump, President
321 Creekside
Anna, TX 75409
Gene Bowles, Vice President
826 Sycamore St
Anna. TX 75409
Duane Haves.Treasurer
906 Wildwood
Anna TX 75409
Sherilvn Godfrey, Secreta
236 Birdbrook Drive
Anna. TX 75409
Rob Simmons
2009 Tanur Cascade
Anna. TX 75409
Sandra Deloado
Ash, 130
Anna. TX 75409
Bill Olsen
802 Hawthorne Rd
Anna.TX 75409
ARTICLE EIGHT
Formatted: Font: (Default) Times
New Roman, 12.5 pt
Formatted: Justified
Formatted: Font: 12.5 pt
Formatted: Font: 12.5 pt
Formatted: Font: 12.5 of
Formatted: Font: 12.5 pt
'1 Formatted: Font: (Default) Times
•;; New Roman, 12.5 pt
Deleted: five
i•:••, Deleted:5
Formatted: Font: (Default) Times
New Roman,
12.5 pt, Stdkethrougt
Formatted: Font: (Default) Times
New Roman, 12.5 pt
Deleted: Sandra Bryanf¶
P.O. Box 625¶
Anna, TX 75409¶
1
Darin Heyes¶
P.O. Box 2441
Anna, TX 754091
Mark Montgomery¶
725 N. Powell Parkwayl
Anna, TX 754091
1
Julian M. Smith, Sr.$
2811 CR4271
Anna, TX 754091
1
Hubert M. (Trey) Hughas 1111
4908 Glenwood Lanel
Anna, TX 754091
---- Formatted: Font: Not Bold
------- I Formatted: Justified
-- -----t Formatted: Centered
ARTICLE NINE
The City Council of the City of Anna, Texas, has specifically authorized the corporation -
by Resolution to act on its behalf to further the public purpose or purposes stated in the
Resolution and in the Articles of Incorporation and has approved the Articles of
Incorporation as amended.
ARTICLE X
any candidate for public office.
As a general guideline the directors should be representative of the following
The Board shall consist of seven Directors.
Three Directors shall be persons who are not employees officers or members
of the governing body of the City.
The Board shall conduct all meetings within the boundaries of the City.
claims.
Formatted: Justified
Formatted: Centered
Formatted: Justified
--- Formatted: Justified
COMMUNITY
DEVELOPMENT
CORPORATION
Meeting: December 16, 2010
Budgeted Amount: N/A
Item No. 4
Anna
Community Development
Corporation Agenda Staff Report
Staff Contact: Jessica Perkins
Exhibits: X Yes No
AGENDA SUBJECT: Consider/Discuss/Action regarding amending the bylaws to
coincide with the Articles of Incorporation.
SUMMARY: Some language changes may need to be done to the bylaws to coincide
with the wording changes to the amended Certificate of Formation.
STAFF RECOMMENDATION: Staff recommends you adopt the changes.
ANNA COMMUNITY DEVELOPMENT CORPORATION
RESOLUTION
A RESOLUTION OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION AMENDING
THE BYLAWS OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION BY
AMENDING THE REGISTERED AGENT
WHEREAS, Article VI, Section 5 of the Anna Community Development Corporation ("CDC')
Bylaws authorizes amendment of the Bylaws, subject to the approval of the City of Anna City
Council; and
WHEREAS, the CDC desires to amend Article I, Section 1 of said Bylaws relating to the
registered agent;
NOW THEREFORE, BE IT RESOLVED BY THE ANNA COMMUNITY DEVELOPMENT
CORPORATION THAT:
Section 1. Recitals Incorporated.
The recitals set forth above are incorporated herein for all purposes as if set forth in full.
Section 2. Amendments to the CDC's Bylaws.
The CDC Board of Directors hereby approves amending the Bylaws of the Anna Community
Development Corporation as set forth in Exhibit A, attached hereto and incorporated herein for
all purposes as if set forth in full, subject to legal review and approval by the City of Anna City
Council.
PASSED AND APPROVED by the Anna Community Development Corporation on this the
day of 2010.
APPROVED:
Rob Simmons, C
President
ATTEST:
Sherilyn Godfrey,
DC Secretary
ANNA CDC RESOLUTION NO. Page 1 of 1
Exhibit A
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS
These Bylaws govern the affairs of the Anna Community Development Corporation
(hereinafter referred to as the "Corporation"), a public instrumentality and a non-profit
corporation created under Section 4B of the Development Corporation Act of 1979,
Article 5190.6 of the Revised Civil Statutes of Texas, as amended and recodified
(hereinafter referred to as the "Act").
Article I. PURPOSES AND POWERS
Section 1. Registered Office and Registered Agent.
The Corporation shall have and continuously maintain in the State of Texas a registered
office and a registered agent whose office is identical with such registered office, as
required by the Texas Non -Profit Corporation Act. The Board of Directors of the Deleted:
Corporation (the "Board") may, from time to time, change the registered agent and/or
the address of the registered office, provided that such change is appropriately reflected
in these Bylaws and in the Articles of Incorporation of the Corporation (the "Articles"). \
The registered office of the Corporation is located at 111 N. Powell Parkway, Anna,
Texas 75409 and the Corporation's mailing address is Anna Community Development
Corporation, P.O. Box 776, Anna, Texas 75409. The registered agent at such address
Is,lesslca Perkins. _--- Deleted: Duane Haye,.
Section 2. Principal Office.
The principal office of the Corporation in the State of Texas shall be located in the City
of Anna, Texas (the "City") and it may be, but need not be, identical with the registered
office of the Corporation.
Section 3. Purpose.
The Corporation is incorporated as a non-profit corporation for the purpose set forth in
the Articles, the same to be accomplished on behalf of the City as its duly constituted
authority and instrumentality in accordance with the Texas Development Corporation
Act of 1979, Article 5190.6. Section 4B. Tex. Rev. Civ. Stat. Ann., as amended and
recodified, (the "Act"), other applicable laws, and appropriate resolution adopted by the
City Council of the City on the 27`h day of May, 2003, including all permissible projects
prescribed by the Act, and for maintenance and operating costs of publicly owned and
operated projects.
Further, the Corporation shall be a non-profit corporation as defined by the Internal
Revenue Code 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 prescribed and promulgated thereunder.
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 1 of 14
Meeting: December 16, 2010
Budgeted Amount: n/a
AGENDA SUBJECT: Adjourn.
SUMMARY: n/a
Item No. 5
Anna
Community Development
Corporation Agenda Staff Report
STAFF RECOMMENDATION: n/a
Staff Contact: Jessica Perkins
Exhibits: Yes —X—No