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SECRETARY OF STATE
CERTIFICATE OF INCORPORATION
OF
SOUTHLAKE PARKS DEVELOPMENT CORPORATION
CHARTER NO. 1297926-1
The undersigned, as Secretary of State of the State of Texas, hereby certifies
that Articles of Incorporation for the above corporation duly signed pursuant
to the provisions of the Development Corporation Act of 1979, have been
received in this office and are found to conform to law.
ACCORDINGLY, the undersigned, as such Secretary of State, and by virtue
of the authority vested in the Secretary by law, hereby issues this Certificate
of Incorporation and attaches hereto a copy of the Articles of Incorporation.
Dated January 10 19 94
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In the Office of the
Secretary of State of Texas
ARTICLES OF INCORPORATION JAN 1 0 1994
OF Corporations Section
SOUTHLAKE PARKS DEVELOPMENT CORPORATION
THE STATE OF TEXAS §
COUNTY OF TARRANT §
CITY OF SOUTHLAKE
WE, THE UNDERSIGNED natural persons, not less than three in
number, each of whom is at least 18 years of age, and each of whom
is a qualified elector of the City of Southlake, Texas (which is
a duly established City under the Texas Constitution) , acting as
incorporators of a public instrumentality and nonprofit development
corporation (the "Corporation") under the "Development Corporation
Act of 1979" , as amended, with the approval of the City Council of
the City of Southlake, Texas (the "City") as evidenced by the
Ordinance attached as Attachment "A" and made a part of these
Articles for all purposes, do hereby adopt the following Articles
of Incorporation for the Corporation:
ARTICLE ONE
NAME
The name of the Corporation is "Southlake Parks Development
Corporation. "
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ARTICLE TWO
AUTHORIZATION
The Corporation is a nonprofit corporation, and is an
industrial development corporation under the Development
Corporation Act of 1979 , Article 5190. 6 Vernon' s Texas Civil
Statutes, (the "Act") , and shall be governed by Section 4B of said
Act, as now existing or as may be amended.
ARTICLE THREE
DURATION
The period of duration of the Corporation is perpetual .
ARTICLE FOUR
PURPOSE AND LIMITATIONS
The Corporation is organized exclusively for the purposes of
benefiting and accomplishing public purposes of, and to act on
behalf of, the City, and the specific purposes for which the
Corporation is organized, and may issue bonds on behalf of the City
for the financing, development and operation of parks and
recreation facilities. In particular, the Corporation shall have
the authority to finance, develop, construct, maintain, and operate
park and recreation facilities; and the authority to install park
and recreation equipment and landscaping on park and recreation
sites and facilities; and the authority to install and maintain
utility lines, drainage lines, parking lots and roadways necessary
and appurtenant to the park and recreation facilities to ensure
that they are made available and useful to the citizens of the City
of Southlake. The Corporation may finance and undertake any such
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project, subject to the regulations and limitations set forth in
Section 4B of the Act provided, however, that the Corporation may
not undertake any specific project or type of general project that
is outside the scope of park and recreational facilities as
specifically set out in these Articles, unless the City Council
shall first allow the voters to vote on a ballot proposition for
or against that specific project or type of general project. The
Corporation is authorized to issue bonds as permitted by the Act,
provided, however, no bonds may be issued by the Corporation and
no project may be financed with bond proceeds or other revenues of
the Corporation unless such bonds or projects are first approved
by the governing body of the City. The Corporation is a
constituted authority and a public instrumentality within the
meaning of the regulations of the United States Treasury Department
and the rulings of the Internal Revenue Service prescribed and
promulgated pursuant to Sections 103 and 141 of the Internal
Revenue Code of 1986, as amended, and the Corporation is authorized
to act on behalf of the City as provided in Articles of
Incorporation. However, the Corporation is not a political
subdivision or political corporation of the State of Texas within
the meaning of its constitution and laws, including without
limitation Article III, Section 52 of said constitution, and no
agreements, bonds, debts or obligations of the Corporation are or
shall ever be deemed to be the agreements, bonds, debts or
obligations, or the lending of credit, or a grant of public money
or thing of value, of or by the City, or any other political
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corporation, subdivision or agency of the State of Texas, or a
pledge of the faith and credit of any of them.
ARTICLE FIVE
FINANCING
(a) Before the consummation of the sale and delivery of any
bonds, notes, or other forms of debt instruments, the Corporation
shall obtain approval by the City Council.
(b) In the exercise of the powers of the Corporation, the
Corporation may enter into loan, lease, trust, or other agreements
as authorized by the Act that are necessary and appropriate to the
fulfillment of the public purpose of the Corporation, all of which
agreements, and the specific uses, and the methods of withdrawal
and expenditure of the proceeds of the bonds, notes, or other debt
instruments proposed to be issued by the Corporation, shall be
stated and described in the proceedings authorizing the bonds,
notes, or other debt instruments, and must be included as a part
of the approval process of the City Council required above. In
connection with the issuance of its obligations, the Corporation
shall select bond counsel and financial advisors acceptable to the
City Council and the City Manager.
(c) In the exercise of the powers of the Corporation, the
Corporation may not enter into any loan, lease, trust, or other
agreement the effect of which would grant, convey, transfer,
mortgage, encumber, pledge or assign a security interest or any
interest in any property owned by the City. Any agreement entered
into by the Corporation shall contain language substantially to the
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effect that any grant, conveyance, transfer, mortgage, encumbrance,
pledge or assignment of property owned by the City is prohibited.
ARTICLE SIX
MEMBERS
The Corporation has no members and is a nonstock corporation.
ARTICLE SEVEN
SALES TAX
Upon receipt from the City of the proceeds of the sales and
use tax imposed under Section 4B of the Act, the Corporation may
use the proceeds as permitted by the Act as now existing or as may
be amended.
ARTICLE EIGHT
AMENDMENT
These Articles of Incorporation may be amended at any time as
provided in the Act, to make any changes and add any provisions
which might have been included in the Articles of Incorporation in
the first instance. Any amendment may be accomplished in either
of the following manners:
(1) The members of the Board of Directors of the Corporation
shall file with the governing body of the City a written
application requesting approval of the amendments to the Articles
of Incorporation, specifying in such application the amendments
proposed to be made. The City Council shall consider such
application and, if it shall , by ordinance, duly find and determine
that it is advisable that the proposed amendments be made it shall
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approve the form of the proposed amendments. The Board of
Directors of the Corporation may then amend the Articles of
Incorporation by adopting such amendment at a meeting of the Board
of Directors and delivering said amendments to the Secretary of
State; or
(2) The governing body of the City may, at its sole
discretion, and at any time, amend these Articles of Incorporation
and alter or change the structure, organization, programs or
activities of the Corporation, or terminate or dissolve the
Corporation (subject to the provisions of the Act, and subject to
any limitation provided by the constitutions and laws of the
impairment of contract entered into by the Corporation) by
ordinance adopting the amendment to the Articles of Incorporation
of the Corporation or articles of dissolution at a meeting of the
governing body of the City, and delivering articles of amendment
or dissolution to the Secretary of State, as provided in the Act.
Restated Articles of Incorporation may be filed with the Secretary
of State as provided in the Act.
ARTICLE NINE
ADDRESS
The street address of the initial registered office of the
Corporation is 667 North Carroll Avenue, Southlake, Texas 76092
and the name of its initial registered agent at that address is
Curtis Hawk.
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ARTICLE TEN
BOARD OF DIRECTORS
(a) The affairs of the Corporation shall be managed by a
board of directors which shall be composed of seven persons
appointed by the City Council of the City. The terms of the
initial board of directors shall be as follows: Three (3) of the
directors shall be appointed to terms expiring May 31, 1995 and
four (4) of the directors shall be appointed to terms expiring May
31, 1996. Thereafter, the terms of directors shall be two (2)
years, expiring on May 31 of odd numbered and even numbered years,
respectively. Directors may be appointed to succeed themselves.
Each director must be a resident of the City, and at least four (4)
of the directors must be members of the City Council. The three
(3) remaining directors must not be employees or officers of the
City, or members of the City Council, and at least one of the three
(3) remaining directors must be a member of the Southlake Park and
Recreation Board. Any director who is a member of the City Council
or the Southlake Park and Recreation Board shall cease to be a
director at the time he or she ceases to be a member of the City
Council or the Southlake Park and Recreation Board, but is eligible
for reappointment. A majority of the entire membership of the
board, including any vacancies, is a quorum. The board shall
conduct all meetings within the boundaries of the City.
(b) The names and street addresses of the persons who are to
serve as the initial directors and the dates of expiration of their
initial terms as directors, are as follows:
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FYDTRATION
OF
NAMES ADDRESSES TERM
Gary Fickes 155 S. Kimball Ave. , Southlake, Texas 5/31/96
W. Ralph Evans 315 N. Shady Oaks, Southlake, Texas 5/31/96
Stephen Apple 2819 Rainforest Ct. , Southlake, Texas 5/31/95
Jon Michael Franks 122 Sam Bass Ridge Road, Roanoke, Texas 5/3]./55
Janet Murphy 1313 N. White Chapel, Southlake, Texas 5/306
David Yelton 1346 Lakeview, Southlake, Texas 5/31/96
Larry Goldstein 216 Westwood, Southlake, Texas 5/31/95
Each director, is and must be, a qualified elector of the City.
Each director, including the initial directors, shall be eligible
for reappointment. Each director shall serve until a successor is
appointed. Directors are removable by the City Council at any time
without cause.
(c) The directors shall serve without compensation but, they
shall be reimbursed for their actual expenses incurred in the
performance of their duties as directors. Any vacancy occurring
on the board of directors shall be filled by appointment by the
City Council of a person who shall hold office until the expiration
of the term. The officers of the Corporation shall be appointed
by the board and shall include a president, secretary, and other
officers that the City Council considers necessary.
(d) The board of directors shall elect a president, secretary
and any other officers that the City Council considers necessary,
to serve as executive officers of the Corporation, as more
specifically provided in the Corporation' s By-laws. The term of
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each officer' s office shall expire on May 31 of each year. The
City Manager shall serve as executive director of the Corporation
to provide administrative support services for the corporation.
(e) Meetings of the board of directors are subject to the
Texas Open Meetings Act, Texas Government Code, Chapter 551, and
the Corporation is subject to the Texas Open Records Act, Texas
Government Code, Chapter 552 .
ARTICLE ELEVEN
INCORPORATORS
The name and street address of each incorporator are:
NAME ADDRESS
Gary Fickes 155 S. Kimball Avenue, Southlake, Texas
Janet Murphy 1313 N. White Chapel Blvd. , Southlake, Texas
David Yelton 1346 Lakeview, Southlake, Texas
Each incorporator is a qualified elector of the City.
ARTICLE TWELVE
CITY COUNCIL APPROVAL
The City has specifically authorized the Corporation by
ordinance to act on its behalf to further the public purposes
stated in said Ordinance and these Articles of Incorporation, and
the City has by said Ordinance, dated November 16, 1993 , approved
these Articles of Incorporation.
ARTICLE THIRTEEN
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RESTRICTIONS
No dividends shall ever be paid by the Corporation and no part
of its net earnings remaining after payment of its expenses shall
be distributed to or inure to the benefit of its directors or
officers or any individual, firm, corporation or association,
except in reasonable amounts for services rendered. Provided that
if the board of directors determines that 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. In the
event the Board of Directors of the Corporation shall determine
that sufficient provision has been made for the full payment of the
expenses, bonds and other obligations of the Corporation issued to
finance its public purposes, then the Board of Directors shall
convey such information to the governing body of the City and shall
petition the Comptroller of Public Accounts to cease the levy and
collection of the sales tax and any net earnings of the Corporation
thereafter accruing shall be paid to the City. Regardless of any
other provisions of these articles or the laws of the State of
Texas, the Corporation shall not: (1) permit any part of the net
earnings of the Corporation to inure to the benefit of any private
individual (except that reasonable compensation may be paid for
personal services rendered to or for the Corporation affecting one
or more of its purposes) ; (2) carry on propaganda, or otherwise
attempt to influence legislation; (3) participate in, or intervene
in (including the publication or distribution of statements) any
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political campaign on behalf of any candidate for public office;
or (4) attempt to influence the outcome of any specific public
election or to carry on, directly or indirectly, any voter
registration drives.
ARTICLE FOURTEEN
If the Corporation is ever determined to be a private
foundation within the meaning of Section 5. 09 (a) of the Internal
Revenue Code of 1986, as amended (the "Code") , the Corporation:
(1) shall distribute its income for each taxable year at such
time and in such manner as not to become subject to the tax on
undistributed income imposed by Section 4942 of the Code;
(2) shall not engage in any act of self-dealing as defined
in Section 4941 (d) of the Code;
(3) shall not retain any excess business holdings as defined
in Section 4943 (c) of the Code;
(4) shall not make any investments in such manner as to
subject it to tax under Section 4944 of the Code; and
(5) shall not make any taxable expenditures as defined in
Section 4945 (d) of the Code.
ARTICLE FIFTEEN
DISSOLUTION
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
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transferred and delivered to the City after satisfaction or
provision for satisfaction of debts and claims.
;OP
ary Fickes
Janet Murphy
tg(1
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David Ye n
INCORPO TORS
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THE STATE OF TEXAS §
COUNTY OF TARRANT §
I, the undersigned, a Notary Public, do4hereby certify that
on this 3rd day of January , 199ii personally appeared
Gary Fickes Janet Murphy and
David Yelton , who, each being by me first duly sworn,
severally declared that they are the persons who signed the
foregoing documents as incorporators, and that the statements
therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of
office the day and year above written.
//tyijiipit,ety"
,P`'t%, SANDRA L LEGRANiD Notary Public in and for
aNOTARY PUBLIC The State of Texas
State of Texas •
''roti. comm. Exp,0244447 Sandra L. LeGrand
Notary Name Typed or Printed
My Commission Expires:
2/4/97
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