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HomeMy WebLinkAboutRES 83-283 AGENDA II jag - .2 f3 NQ j RESOLUTION APPROVING THE CREATION OF BEAUMONT HEALTH FACILITIES DEVELOPMENT CORPORATION; APPROVING THE ARTICLES OF INCORPORATION THEREOF AND APPOINTING THE INITIAL DIRECTORS THEREOF; AND CONTAINING OTHER PROVISIONS RELATING TO THE SUBJECT. WHEREAS , the Health Facilities Development Act , Article. 1528j , Vernon' s Annotated Texas Civil Statutes , as amended (the "Act") , authorizes the creation and organization of public nonprofit health facilities development corporations to act as duly constituted authorities of cities to provide a means of financing the costs of health facilities that will promote and develop health care, research and education all for the public purpose of promoting the health and welfare of the citizens of the State; and WHEREAS , the Act authorizes such public nonprofit health facilities development corporations to issue bonds and to utilize the proceeds from the sale of such bonds to acquire , construct, provide, improve, finance and refinance health facilities in order to assist the maintenance of the public health; and WHEREAS , the Act further authorizes cities to create and utilize such public nonprofit health facilities development corporations to accomplish such public purposes ; and WHEREAS , it has been requested that the City Council of the City of Beaumont (the "Governing Body" and the "City" , respectively) approve the creation of a public nonprofit corporation under the Act to be designated and known as Beaumont Health Facilities Development Corporation (the "Corporation") ; that the Governing Body of the City approve the proposed Articles of Incorporation of the Corporation; and that the Governing Body of the City appoint certain persons as members of the initial Board of Directors of the Corporation; and WHEREAS , in order to promote and carry out the public purposes set forth in the Act , the Governing Body of the City has determined to grant the requests by approving the creation of the Corporation and by taking certain related actions set forth more fully hereinafter; �3 - a f 3 -y e3 NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF THE CITY OF BEAUMONT, TEXAS: Section 1 . That the Governing Body of the City hereby finds,-determines , recites and declares that it is in the public interest and to the benefit of its residents and the citizens of the State of Texas that the Corporation be formed, and the Governing Body of the City hereby approves the creation and organization of the Corporation under the Act as a duly constituted authority of the City and the Corporation is hereby authorized to act on behalf of the City for the limited and purely public purposes of financing the costs of health facilities that will promote and develop new, expanded or improved health facilities in order to assist the maintenance of the public health and the public welfare. Section 2. That the Governing Body of the City hereby approves the Articles of Incorporation of the Corporation in substantially the form attached hereto as Exhibit "A" , and authorizes the incorporators of the Corporation to file such Articles of Incorporation with the Secretary of State of the State of Texas in the manner provided in the Act. Section 3 . That the Governing Body of the City hereby appoints William E. Neild, Evelyn M. Lord, Wayne Turner, Joseph Deshotel and William Cox, Jr. to serve as the members of the initial Board of Directors of the Corporation. Section 4 . That the Governing Body of the City hereby finds , determines , recites and declares that , notwithstanding that the Corporation shall be a duly constituted authority of the City, it is not intended to be nor shall it ever be deemed to be a political subdivision or municipal or political corporation of the State of Texas within the meaning of any constitutional or statutory provision, including without limitation, Article III, Section 52 and Article XI , Section 3 of the Texas Constitution. Section 5 . That the Governing Body of the City hereby finds , determines , recites and declares that the bonds issued in accordance with the provisions of the Act shall not constitute obligations of the State of Texas , the -2- City or any other political subdivision or agency of the State or a pledge of the faith and credit of any of them. All such bonds shall contain on the face thereof a statement to the effect that (i) neither the State of Texas nor any political subdivision or agency of the State of Texas , including the City of Beaumont, shall be obligated to pay the same or the interest thereon, and (ii) neither the faith and credit nor the taxing power of the State of Texas , the City of Beaumont , or any other political subdivision or agency thereof is pledged to the payment of the principal of, redemption premium, if any, or interest on the bonds . Section 6. That the Governing Body of the City hereby finds , determines , recites and declares that it is the purpose, intent and desire of the. City in approving the creation of the Corporation and its Articles of Incor- poration, that such actions comply with the requirements of the Internal Revenue Code of 1954 , as now or hereafter amended, and the Treasury Regulations and Internal Revenue Service rulings promulgated thereunder, including, without limitation, Section 1 . 103-1 of the Treasury Regulations and the rulings issued pursuant thereto , to the end that the Corporation shall be deemed to be a constituted authority acting on behalf of the City pursuant to the Act and that any bonds issued by the Corporation shall be considered issued on behalf of the City by a duly constituted authority of the City empowered to issue such bonds . Section 7 . That the Governing Body of the City has considered evidence of the posting of notice of this meeting and officially finds , determines , recites and declares that a sufficient written notice of the date, place, and hour of this meeting and of the subject of this resolution was posted for at least seventy-two (72) hours before this meeting was convened; that such notice was posted on a bulletin board located at a place convenient to the general public in the City Hall of the City; that such place was readily accessible to the general public at all times from the time of such posting until this meeting was convened; and that this meeting has been open to the public at all times during which this resolution and the subject matter thereof has been discussed, considered and formally acted upon; all as required by the Open Meetings Law, Article 6252-17 , Vernon' s Annotated Texas Civil Statutes , as -3- ' m amended. The Governing Body of the City further ratifies , approves and confirms such written notice and the contents and posting thereof. Section 8. That the Governing Body of the City hereby directs , authorizes and empowers the City Manager to enter into a management contract with the Corporation whereby the City will make management services available to the Corporation incident to its operation in consideration of cash payments to be made to the City by or on behalf of the Corporation. PASSED AND APPROVED this ,e day of Oez---� , 1983. 111,4 A A�:) ayor ATTEST: ity Clerk (SEAL) -4- ARTICLES OF INCORPORATION OF BEAUMONT HEALTH FACILITIES DEVELOPMENT CORPORATION We, the undersigned natural persons , each of whom is at least the age of eighteen (18) years and a resident of the City of Beaumont (the "Sponsoring Entity") , acting as incorporators of a corporation under the Health Facilities Development Act , Article 1528j , Vernon' s Annotated Texas Civil Statutes (the "Act") , do hereby adopt the following Articles of Incorporation for such corporation: ARTICLE I The name of the corporation is Beaumont Health Facilities Development Corporation. ARTICLE II The corporation is a nonprofit, public corporation. ARTICLE III The duration of the corporation shall be perpetual. ARTICLE IV - The corporation is organized and may issue bonds on behalf of the Sponsoring Entity for the specific public purpose of acquiring, constructing, providing, improving, financing and refinancing health facilities in order to assist the maintenance of the public health. ARTICLE V The corporation has no members and is a nonstock corporation. ARTICLE VI The corporation' s internal affairs shall be regulated by a set of bylaws , not inconsistent with the law, including any provision which under the Act is required or permitted to be set forth in the bylaws . ARTICLE VII The street address of the initial registered office of the corporation is 801 Main Street, Beaumont , Texas , and the name of its initial registered agent at such address is Kenneth Wall. ARTICLE VIII The number of directors constituting the initial Board of Directors of the corporation is five (5) , and the names and addresses of the persons who are to serve as the initial directors are: Name Address William E. Neild 1870 Karen Lane Beaumont, Texas Evelyn M. Lord 1560 Continental Lane Beaumont, Texas Wayne Turner 205 Clark Beaumont, Texas Joseph Deshotel 1585 Cartwright Beaumont, Texas William Cox, Jr. 4910 Rue Lane Beaumont , Texas . ARTICLE IX The names and street addresses of each incorporator are: Name Address Karl Nollenberger 5890 Wynden Way Beaumont, Texas William E. Neild 1870 Karen Lane Beaumont , Texas Kenneth Wall 1275 Elaine Drive Beaumont, Texas . ARTICLE X The name and address of the Sponsoring Entity are the City of Beaumont , 801 Main Street , Beaumont , Texas . The Sponsoring Entity has adopted a resolution specifically authorizing the corporation to act on its behalf to further the public purpose set forth in these Articles of -2- Incorporation and has approved these Articles of Incorporation. ARTICLE XI These Articles of Incorporation may at any time and from time to time be amended by the Board of Directors or by the Sponsoring Entity subject to such restrictions, and in accordance with such procedures as may be provided in the Bylaws of the corporation, so long as the Articles of Incorporation, as amended, contain only such provisions as are lawful under the Act. IN WITNESS WHEREOF, we have hereunto set our hands this day of August, 1983 . Karl Nollenberger William E. Neild Kenneth Wall THE STATE OF TEXAS § COUNTY OF JEFFERSON § I, the undersigned, a Notary Public, do hereby certify that on this day of August , 1983 , personally appeared before me Karl Nollenberger, William E. Neild and Kenneth Wall who each being by me duly sworn, severally declare that they are the persons who signed the foregoing Articles as incorporators 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, State of Texas -3-