1993-076-RES WHEREAS, the citizens of Paris did at election on the 1st day of May, 1993, provide for the funding of an
RESOLUTION NO. 93-076
WHEREAS, the citizens of Paris did at election on the
1st day of May, 1993, provide for the funding of an Economic
Development Corporation by the passage of a one-fourth (1/4)
of one percent (170) sales and use to carry out industrial
development programs; and,
WHEREAS, it is appropr iate that the City At torney be
authorized to establish a non-profit corporation to
administer such funds; and,
WHEREAS, the initial board of directors of said
corporation should be appointed; and,
WHEREAS, the proposed Articles of Incorporation of the
Paris Economic Development Corporation attached hereto as
Exhibit A should be in all things approved; and,
WHEREAS, the City Attorney should be directed to prepare
bylaws for said corporation to be presented to the City
Council of the City of Paris for approval; NOW THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PARIS, that the City Attorney, T. K. Haynes, be and he is
hereby authorized and directed on behalf of the City Council
of the City of Paris to establish a non-profit corporation to
promote, ass is t, and enhance economic development as
permitted by the Texas Development Corporation Act of 1979;
and,
BE IT FURTHER RESOLVED, that the appointment of P. R.
Cecil, Curtis Fendley, Leon Williams, Eric Clifford and
Barney Bray, III, to serve as members of the initial Board of
Directors of the Paris Economic Development Corporation to
serve until replaced or re-appointed in accordance with the
Bylaws of said corporation after the same have been adopted;
and,
BE IT FURTHER RESOLVED, that the proposed Articles of
Incorporation of the Paris Economic Development Corporation
attached hereto as Exhibit A are in all things approved.
Passed and adopted this 12th day of July, 1993.
ATTEST:
Mattie Cunningham,
APPROVED AS TO FORM:
/J/
ARTICLES OF INCORPORATION
OF
PARIS ECONOMIC DEVELOPMENT CORPORATION
We, George Fisher, Michael E. Malone, and T. K. Haynes,
the undersigned natural persons over the age of eighteen (18)
years and a qualified electors of the City of Paris, Paris,
Texas, acting as incorporators of a Corporation under the
Development Corporation Act of 1979, Vernon's Ann. Civ. St.,
Art. 5190.6 as amended by adding Section 4A do hereby adopt
the following Articles of Incorporation of the Paris Economic
Development Corporation.
ARTICLE I
NAME
The name of the Corporation
Development Corpo~ation.
is Paris
Economic
ARTICLE 2
NON-PROFIT CORPORATION
The Corporation is a non-profit corporation specifically
governed by Section 4A of the Development Corporation Act of
1979, Vernon's Ann. Civ. St. Upon dissolution by election as
provided in Section 4A(k) of Art. 5190.6, Vernon's Ann. Civ.
St., the Corporation shall continue operations only as
necessary to pay the principal of and interest on its bonds
and to meet obligations incurred before the date of the
election approving dissolution and, to the extent
practicable, shall dispose of its assets and apply the
proceeds to satisfy those obligations. When the last of the
obligations is satisfied, any remaining assets of the
Corporation shall be transferred to the City of Paris, Paris,
Texas, and the Corporation is dissolved. The tax imposed
under said Section 4A, shall continue to be collected to
satisfy said obligations until the last obligation is
satisfied and may not be collected after the last day of the
first quarter beginning after notification to the comptroller
by the Corporation that the last of its obligations is
satisfied.
ARTICLE 3
DURATION
The Corporation shall continue in perpetuity.
EXHIBlI A
ARTICLE 4
PURPOSES
The Corporation is organized exclusively for the
purposes of benefiting and accomplishing public purposes of
the City of Paris, by promoting, assisting, and enhancing
economiC development activities for the City as provided by
the Development Corporation Act of 1979 as amended.
The Corporation shall have and exercise all of the
rights, powers, privileges, authority, and functions given by
the general laws of Texas to non-profit corporations by the
Texas Nonprofit Corporation Act, Vernon's Ann. Civ. St., Art.
1396-1.01 et. seq., and the additional powers as provided in
Art. 5190.6, Section 23, including the issuance of bonds. If
any conflict should arise between these statues regarding the
Corporation's powers, Art. 5190.6 shall control and govern
the Corporation.
ARTICLE 5
MEMBERSHIP AND STOCK
The Corporation shall have no members and is a non-stock
corporation.
ARTICLE 6
INTERNAL AFFAIRS
The Corporation's internal affairs shall be regulated by
a set of Bylaws not inconsistent with the laws of the State
of Texas, which have been approved by the City Council of the
City of Paris, Paris, Texas under whose auspices the
corporation is created.
ARTICLE 7
REGISTERED OFFICE AND AGENT
The street address of the initial registered office of
the Corporation is 135 1st Street S.E., Paris, Texas 75460,
and the Corporation initial mailing address is P. O. Box
9037, Paris, Texas 75461. The name of the initial registered
agent at such office and address is Michael E. Malone.
ARTICLE 8
BOARD OF DIRECTORS
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:
ARTICLES OF INCORPORATION - Page 2
Name of Director
P. R. Cecil
Curtis Fendley
Leon Williams
Eric Clifford
Barney Br ay, II I
Address
3120 Clark Lane, Paris, TX 75460
554 S. Church St., Paris, TX 75460
643 3rd St. N.E., Paris, TX 75460
810 Lamar Ave., Paris, TX 75460
3230 Mahaffey, Paris, TX 75460
ARTICLE 9
LIMITATION ON LIABILITY OF DIRECTORS
A director is not liable to the Corporation or members
for monetary damages for an act or omission in the director's
capacity as director except to the extent otherwise provided
by a statute of the State of Texas.
ARTICLE 10
INDEMNIFICATION
The Corporation may indemnify a person who was, is, or
is threatened to be made a named defendant or respondent in
litigation or other proceedings because the person is or was
a director or other person related to the Corporation as
provided by the provisions in the Act governing
indemnification. As provided in the bylaws, the Board of
Directors shall have the power to define the requirements and
limitations for the Corporation to indemnify directors,
officers, members, or others related to the Corporation.
ARTICLE 11
AUTHORIZATION
The City Council of the City of Paris has specifically
authorized by resolution the establishment of the corporation
as a non-profit corporation to promote, assist and enhance
economic development as permi tted by the Texas Development
Corporation Act of 1979.
ARTICLE 12
AMENDMENTS
The Articles of Incorporation may at any time and from
time to time be amended by the Board of Directors or by the
Governing body, 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.
ARTICLES OF INCORPORATION - Page 3
ARTICLE 13
CONSTRUCTION
All references in these Articles of Incorporation to
statutes, regulations, or other sources of legal authority
shall refer to the authorities cited, or their successors, as
they may be amended from time to time.
ARTICLE 14
INCORPORATORS
The name and street address of each incorporator is:
Name of Incorporator
George Fisher
Michael E. Malone
T. K. Haynes
Street Address
1037 Fitzhugh Ave., Paris, TX
547 S. Main St., Paris, TX
650 31st St. S.E., Paris, TX
IN WITNESS WHEREOF, we have hereunto set our hands this
day of July, 1993.
George Fisher
Michael E. Malone
T. K. Haynes
THE STATE OF TEXAS ~
COUNTY OF LAMAR ~
I, the undersigned, a Notary Public, do hereby certify
that on this day of July, 1993, personally appeared
before me: ~eorge Fisher who declared that he is
the person who signed the foregoing Articles as an
incorporator, 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
ARTICLES OF INCORPORATION - Page 4
THE STATE OF TEXAS ~
COUNTY OF LAMAR ~
I, the under signed, a Notary Public, do hereby cer t ify
that on this _ day of July, 1993, personally appeared
before me: Michael E. Malone who declared that he
is the person who signed the foregoing Articles as an
incorporator, 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
THE STATE OF TEXAS ~
COUNTY OF LAMAR ~
I, the undersigned, a Notary Public, do hereby certify
that on this _ day of July, 1993, personally appeared
before me: T. K. Haynes who declared that he is
the person who signed the foregoing Articles as an
incorporator, 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
ARTICLES OF INCORPORATION - Page 5