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RESO 2001-15 - Raven Hills Higher EdRESOLUTION NO. 2001-15 A RESOLUTION OF THE CITY COUNCIL OF HUNTSVILLE, TEXAS, AUTHORIZING AND APPROVING THE CREATION OF THE RAVEN HILLS HIGHER EDUCATION CORPORATION; APPROVING THE CORPORATION'S ARTICLES OF INCORPORATION AND INITIAL BYLAWS AND APPOINTING ITS INITIAL DIRECTORS; AND CONTAINING OTHER PROVISIONS RELATING TO THE SUBJECT WHEREAS, pursuant to the authority granted by Section 53.35(b), Texas Education Code, as amended (the "Act ") this City Council desires to authorize the creation of a non -profit corporation (the "Corporation ") to act on its behalf in financing and refinancing, under the Act, educational facilities and facilities incidental, subordinate or related thereto, including, specifically and not by way of limitation, housing facilities, all for the purpose of aiding institutions of higher education and accredited primary and secondary schools; and WHEREAS, the Corporation may exercise the powers granted in the Act for such purposes as may be consistent with the Act and subject to the approval of the City from time to time; and WHEREAS, this meeting is open to the public as required by law, and public notice of the time, place and purpose of this meeting was given as required by Chapter 551, Texas Government Code. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF HUNTSVILLE, TEXAS: Section 1. That the findings and declarations contained in the preambles of this Resolution are incorporated herein as part of this Resolution. Section 2. That this City Council hereby approves the Articles of Incorporation (the "Articles ") for the Corporation in substantially the form attached hereto as Exhibit "A" and authorizes the filing of the Articles with the Secretary of State of Texas in accordance with the Act. Section 3. That this City Council hereby appoints those persons named in the Articles, each of whom on the date of his appointment is duly qualified in accordance with the Act, to serve as the initial members of the Board of Directors of the Corporation, such service to be at all times subject to the powers of the City Council under the Articles. Section 4. That the Corporation is authorized to finance the projects described in the preambles hereof through the issuance of one or more series or issues of revenue bonds, notes or other obligations that are payable solely from revenues to be received by or on behalf of the Corporation pursuant to agreements between the Corporation and institutions of higher education or accredited primary or secondary schools or amounts to be received from persons acting on behalf of such educational entities, with the City having no obligation to pay the Corporation or any other person, including, specifically, the holders of such obligations, any amounts with respect to such obligations. Such obligations shall never constitute a debt or pledge of the faith and credit of the taxing power on the City. Section 5. That it is intended that the Corporation be a duly constituted authority and instrumentality of the City, with the power to act on its behalf and to accomplish the public purposes of the State within the meaning of regulations and revenue rulings of the Treasury Department of the Internal Revenue Service of the United States promulgated under Sections 103 and 115 of the Internal Revenue Code of 1986, as amended. The City Manager is hereby designated the hearings officer in connection with conducting a public hearing within Huntsville, Texas for purposes of Section 147 of the Internal Revenue Code of 1986, as amended. Section 6. That this City Council hereby approves the initial Bylaws for the Corporation in substantially the form and substance attached hereto as Exhibit "B ". Section 7. That this Resolution shall take effect immediately from and after its adoption. PASSED AND APPROVED ON THIS 9TH DAY OF OCTOBER, 200 AT ST: Danna Welter, City Secretary VED AS TO ORM: Paul Isham, City Attorney WILLIAM B. GREEN, MAYOR The Raven Hills Higher Education Corporation shall be composed of the following members: Jane Monday Bill Hodges Bill Nash Morris Waller Bobby Marks Ferol Robinson Jack Olsta Robert McCann Dan Davis ARTICLES OF INCORPORATION OF RAVEN HILLS HIGHER EDUCATION CORPORATION Pursuant to Section 53.35(b), Texas Education Code, as amended (the "Act "), we, the undersigned natural persons, acting on behalf of and as directed and ordered by the City of Huntsville, Texas (the "City "), as incorporators of a nonprofit corporation under the Act, do hereby adopt the following Articles of Incorporation therefor: ARTICLE I The name of the corporation is RAVEN HILLS HIGHER EDUCATION CORPORATION. ARTICLE II The Corporation is a nonprofit corporation created under the Act by order of the governing body of the City pursuant to the Act. ARTICLE III The duration of the Corporation is perpetual, subject to dissolution as herein provided. ARTICLE IV The Corporation is organized solely and exclusively for the purpose of aiding nonprofit institutions of higher education and accredited primary and secondary schools in providing educational facilities and housing facilities and facilities which are incidental, subordinate, or related thereto or appropriate in connection therewith in accordance with and subject to the provisions of the Act, all to be done on behalf of the City and as its duly constituted authority and instrumentality. The Corporation shall have and may exercise all powers granted under the Act and the Texas Non -Profit Corporation, as each may be amended from time to time, except as such powers are limited by these Articles of Incorporation or by the bylaws of the Corporation. ARTICLE V The Corporation shall have no members and is a nonstock corporation. ARTICLE VI The street address of the initial registered office of the Corporation is 1212 Avenue M Huntsville, Texas 77340 -4608, and the name of the initial registered agent at such address is Bob Hart. 1 ARTICLE VII All powers of the Corporation shall be vested in a board of directors consisting of not less than seven nor more than eleven directors, as may be fixed by the bylaws of the Corporation, each of whom shall be appointed by the governing body of the City. Each director shall serve for a term of two years or until his or her successor is appointed by the governing body of the City. No officer or employee of the City is eligible for appointment as a director. Directors are not entitled to compensation for services but are entitled to reimbursement for expenses incurred in performing such services. Any director may be removed from office at any time, with or without cause, by written resolution of the governing body of the City. All vacancies, from whatever cause, shall be filled by the governing body of the City. ARTICLE VIII All matters pertaining to the internal affairs of the Corporation shall be governed by the bylaws of the Corporation, so long as such bylaws are not inconsistent with these Articles of Incorporation or the Act. ARTICLE IX The number of directors constituting the initial board of directors is seven. The names and addresses of the initial directors are: Name Address Jane Monday 130 Hickory, Huntsville, TX 77320 Bill Hodges 241 Hickory, Huntsville, TX 77320 Bill Nash 2429 Robinson Way, Huntsville, TX 77340 Morris Waller 417 Elkins Lake, Huntsville, TX 77340 B. K. Marks 764 Elkins Lake, Huntsville, TX 77340 Ferol Robinson 1528 Pin Oak, Huntsville, TX 77340 Jack Olsta 810 IH -45N, Huntsville, TX 77320 Robert McCann 1621 Avenue R, Huntsville, TX 77340 Dan Davis 3771 Spring Dr., Huntsville, TX 77340 2 ARTICLE X The names and street addresses of the incorporators are: Name Bob Hart Paul C. Isham Danna Welter ARTICLE XI Address 1212 Avenue M Huntsville, Texas 77340 1212 Avenue M Huntsville. Texas 77340 1212 Avenue M Nynfigpi j lc Tex.Ps 77340 On October 9, 2001 the governing body of the City duly adopted a resolution ordering the creation of the Corporation, approving the form of these Articles of Incorporation, and authorizing the Corporation to act on its behalf and as its duly constituted authority and instrumentality to further the public purposes provided in the Act, in the resolution, and in these Articles of Incorporation. ARTICLE XII These Articles of Incorporation may at any time and from time to time be amended by either of the following methods: (1) the members of the board of directors ofthe Corporation may file with the governing body of the City a written application seeking permission to amend these Articles of Incorporation, specifying in such application the amendment proposed to be made, and if the governing body finds and determines that it is advisable that the proposed amendment be made and approves the form and substance of the amendment and authorizes the same to be made, then the board of directors of the Corporation may amend these Articles of Incorporation by adopting such amendment and delivering articles of amendment to the Secretary of State; or (2) the governing body of the City may, in its sole discretion, and at any time, adopt an amendment to these Articles of Incorporation and direct the board of directors to amend the same whereupon the board of directors shall amend the same by filing articles of amendment with the Secretary of State. ARTICLE XIII The Corporation shall be a nonprofit corporation, and no part of its net earnings remaining after payment of its expenses, bonds, or other obligations shall ever inure to the benefit of any individual, firm, or corporation, except that in the event 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 City. No part of the Corporation's activities shall be carrying on propaganda, or otherwise attempting to influence legislation, and it shall not participate 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 XIV (a) In addition to the power to amend these Articles of Incorporation, as provided elsewhere herein, the governing body of the City may, in its sole discretion, and at any time, alter or change the structure, organization, programs, or activities of the Corporation or terminate and dissolve the Corporation, subject only to any limitations provided by the respective constitutions and laws of the State of Texas or of the United States prohibiting the impairment of contracts entered into by the Corporation. (b) If the board of directors shall determine that the purposes for which the corporation was formed have been substantially accomplished and that all expenses, bonds, and other obligations theretofore issued or incurred by the Corporation have been fully paid or payment provided for, the members of the board of directors shall, upon receipt of the approval of the governing body of the City, thereupon dissolve the Corporation in the manner provided by law subject to the same limitations provided in paragraph (a) ofthis Article XIV pertaining to dissolution directed by the City. (c) If the Corporation ever should be dissolved, whether such dissolution is instituted by the governing body of the City or by the board of directors, all interests in any funds or property of any kind, real, or personal, or mixed, shall be transferred and delivered to the City, after satisfaction has been made of all debts and claims against the Corporation. (d) The initial bylaws of the Corporation and all amendments thereto, substitutes therefor, and repeals thereof shall be subject to the approval of the governing body of the City. 4 IN WITNESS WHEREOF, we have hereunto set our hands this October_, 2001. Danna Welter MAYOR'S CER'1'114ICATE ,Incorporator THE UNDERSIGNED, Mayor of the City of Huntsville, Texas, hereby certifies that pursuant to the specific provisions of Section 53.35(b), Texas Education Code, as amended, the referenced Corporation was ordered created by the City Council, the governing body, of said City on the date stated in Article XI of the above foregoing Articles of Incorporation pursuant to the ordinance therein described, that said Articles of Incorporation are those which were approved by said ordinance, and that a true and correct copy of said resolution is on file among the permanent records of said City Council and City. TO CERTIFY WHICH, witness my hand and the seal of said City the Huntsville, Texas. (SEAL) STATE OF TEXAS COUNTY OF WALKER Mayor, City of Huntsville, Texas I, the undersigned, a Notary Public of the State of Texas, do hereby certify that on the 12 day of October, 2001, personally appeared before me Bob Hart , Paul C. Isham and Danna Welter who, being by me first duly sworn, declared that he or she, as the case may be, 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 date and year above written. (SEAL) BRENDA S LENORMAN Nr'!AA Y PUBLIC OF TEXAS Expires 07 -23 -200 5 Texas CITY COUNCIL AGENDA ITEM BACKGROUND Prepared by: Bob Hart, City Manager Department Head Approval: BH SUBJECT: Resolution 2001 -10 -09.2 Creation of the Raven Hills Higher Education Corporation DEPARTMENT /DIVISION SUBMISSION AND REVIEW :: Administration ITEM DESCRIPTION: Consider adoption of Resolution 2001- 10 -092, authorizing and approving the creation of the Raven Hills Higher Education Corporation (RHHEC) approving the articles of incorporation and initial bylaws and appointing its initial directors and containing other provisions relating to the subject. BACKGROUND: The City of Huntsville has been approached by officials with the Texas State University System (TSUS) concerning the creation of a Higher Education Corporation (HEC) which would authorize the issuance of tax - exempt debt for the construction of student housing on the campus of SHSU and other colleges within the TSUS as well as potentially other public universities within this State. locally this would assist Sam Houston State University (SHSU) in its quest to upgrade the dormitory space and allow for growth in the student enrollment at the University in the coming years. With the recent adoption of the SHSU master plan, the creation of additional student housing was considered a top priority. The creation of a HEC must be done by a unit of local govt, e.g., a city or county. Officials at the TSUS felt strongly that they wanted a city that had a member of the TSUS to do this in order to provide a stronger relationship between that community and the TSUS. The costs of the creation of the HEC and the ongoing support will be borne by the TSUS. No liability will accrue to the city. In order to maintain a good arms - length relationship, it is important not to name the HEC with the name of the creating entity in it, hence we have named this the Raven Hills Higher Education Corporation (RHHEC) as opposed to the Huntsville Higher Education Corporation. Assets that are constructed with the proceeds of the debt serve as a security for the debt, therefore, the financial responsibility does not fall back on the City for repayment. City staff will provide some coordination locally, and there is a requirement that the city be notified 30 days prior to any issuance of any debt. This allows the City to monitor the activity and yet not within the approval process, STAFF RECOMMENDATION: Staff recommends authorization of Resolution 2001- 10 -09.2, authorizing and approving the creation of the Raven Hills Higher Education Corporation, approving the articles of incorporation and initial by -laws and containing other provisions relating to the subjects. RECOMMENDED MOTION: Adopt Resolution 2001 - 10-09.2 authorizing and approving the creation of the Raven Hills Higher Education Corporation, approving the articles of incorporation and initial by -laws and containing other provisions relating to the subjects. ATTACHMENTS: Resolution 2001- 10 -09.2 Articles of Incorporation By -laws CITY COUNCIL APPROVED (670i /0/ DATE OF MEETING: October 9, 2001 ITEM #5c CERTIFICATE FOR RESOLUTION THE STATE OF TEXAS COUNTY OF WALKER CITY OF HUNTSVILLE We, the undersigned officers of said City, hereby certify as follows: 1. The City Council of said City convened in REGULAR MEETING ON THE 9TH DAY OF October, 2001, at the designated meeting place, and the roll was called of the duly constituted officers and members of said City Council, to wit: William B. Green, Mayor Marjorie Rex, May Pro -tem, Position 2 at Large Mark E. Erb, Ward 1 John Escobedo, Ward 2 Gary Crawford, Ward 3 Ralph A. Davis, Jr., Ward 4 Steed Smith, Position 1 at Large Vance Howard, Position 3 at Large David Martinez, Position 4 at Large Councilmembers and all of said persons were present, except Davis & Martinez,_thus constituting a quorum. Whereupon, among other business, the following was transacted at said Meeting: a written A RESOLUTION OF THE CITY COUNCIL OF HUNTSVILLE, TEXAS, AUTHORIZING AND APPROVING THE CREATION OF THE RAVEN HILLS HIGHER EDUCATION CORPORATION; APPROVING THE CORPORATION'S ARTICLES OF INCORPORATION AND INITIAL BYLAWS AND APPOINTING ITS INITIAL DIRECTORS; AND CONTAINING OTHER PROVISIONS RELATING TO THE SUBJECT was duly introduced for the consideration of said City Council. It was then duly moved and seconded that said Resolution be adopted and, after due discussion, said motion, carrying with it the adoption of said Resolution, prevailed and carried by the following vote: AYES: NOES: ABSTAIN: 7 0 2. That a true, full and correct copy of the aforesaid Resolution adopted at the Meeting described in the above and foregoing paragraph is attached to and follows this Certificate; that said Resolution has been duly recorded in said City Council's minutes of said Meeting; that the above and foregoing paragraph is a true, full and correct excerpt from said City Council's minutes of said Meeting pertaining to the adoption of said Resolution; that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of said City Council as indicated therein; that each of the officers and members of said City Council was duly and sufficiently notified officially and personally, in advance, of the time, place and purpose of the aforesaid Meeting, and that said Resolution would be introduced and considered for adoption at said Meeting, and each of said officers and members consented, in advance, to the holding of said Meeting for such purpose, and that said Meeting was open to the public and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code. 3. That the Mayor of said City has approved and hereby approves the aforesaid Resolution; and that the Mayor and the City Secretary of said City hereby declare that their signing of this Certificate shall constitute the signing of the attached and following copy of said Resolution for all purposes. 2 SIGNED AND SEALED the 9th day of October, 2001. City Secretary (SEAL)