83-051 RES COP CREATED DULY CREATED CITY AND POLITICAL SUBDIVISON OF STATE OF TXRESOLUTION N0. 83-051
WHEREAS, the City of Paris is a duly created City and
political sub-division of the State of Texas created and
established under the constitution and laws of the State of
Texas; and,
WHEREAS, it is deemed to be in the best interest of the
City of Paris that the health facilities available for
citizens of Paris and Lamar County be maintained at a high
technological state which entails the purchasing and
financing of State of the Art Equipment; and,
WHEREAS, it would be right and proper for the City of
Paris to be the Sponsoring Entity of a health facility
development corporation; and,
WHEREAS, it is deemed to be in the best interest ot the
citizens of Paris that it assist as permitted by law in the
facilitating of financing; NOW, THEREFORE,
BE IT KESOLVED BY THE CITY COUNCIL OF THE CITY OF
PARIS:
Section 1. That the City Council of the City of
Paris has found and determined, and hereby finds and
determines, that it is in the public interest and to
the benefit of its residents and the citizens of this
County and State that an health facilities development
corporation be created to promote and develop new,
expanded, or improved health facilities in order to
assist the maintenance of the public health and the
public welfare, with such health facilities development
corporation to be known as the "Paris Health Facilities
Development Corporation."
Section 2. That the City Council hereby approves
the Articles of Incorporation and the Bylaws proposed
to be used in organizing the health facilities develop-
ment corporation which are attached to this Resolution
and made a part hereof tor a11 purposes, and the
initial directors named in said Articles of Incorpo-
ration shall be deemed to have been appointed, and are
hereby appointed, as the initial directors of the Paris
Health Facilities Development Corporation.
Section 3. That the public purpose of the City of
Paris which the health facilities development corpo-
ration may further on behalf of said City is the
acquiring, constructing, providing, improving,
financing, and re-financing of health facilities in
order to assist the maintenance of the public health
pursuant to the Health Facilities Development Act.
Passed and adopted this 18th
0
day
of
July, 1983.
w
A
joirvl-
J e
Gra
am,
Mayor
ATTEST:
i
H. . r ene, City C er
AYP VED FORNi:
a.e
T. K, aynes, City Attorney
ARTICLES OF INCORPORATION
OF
PARIS HEALTH FACILITIES DEVELOPMENT CORPORATION
THE STATE OF TEXAS .
COUNTY OF LAMAR .
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 resident of Paris, Texas (the "Spon-
soring Entity"), acting as incorporators of a nonprofit
public health facilities development corporation (the
"Corporation") under the "Health Facilities Development
Act", with the approval of the governing body of the Spon-
soring Entity, as evidenced by the Resolution attached
hereto and made a part hereof for all purposes, do hereby
adopt the following Articles of Incorporation for the
Corporation:
ARTICLE ONE
The name of the Corporation is "Paris Health Facilities
Development Corporation".
ARTICLE TWO
The Corporation is a nonprofit public health facilities
development corporation under the Health Facilities Develop-
ment Act.
ARTICLE THREE
The period of duration of the Corporation is perpetual.
ARTICLE EOUR
The Corporation is organized exclusively for the pur-
poses of benefiting and accomplishing public purposes of,
and to act on behalf of, the Sponsoring Entity, and the
specific purpose for which the Corporation is organized and
may issue bonds on behalf of the Sponsoring Entity is to
acquire, construct, provide, improve, finance, and refinance
health facilities to assist the maintenance of the public
health pursuant to the Health Facilities Development Act.
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 Section 103 of the Internal Revenue Code of 1954, as
amended, and the Corporation is authorized to act on behalf
of the Sponsoring Entity as provided in these 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 constitu-
tion, and no agreements, bonds, debts or obligations of the
Corporation are or shall ever be deemed to be the agree-
ments, bonds, debts or obligations, or the lending of
credit, or a grant of public money or thing of value, of or
by the Sponsoring Entity, or any other political corpo-
ration, subdivision or agency of the State of Texas, or a
pledge of the faith and credit of any of them.
ARTICLE FIVE
The Corporation has no members and is a nonstock
corporation.
AR'TICLE SIX
These Articles of Incorporation may at any time and
from time to time be amended as provided in the Health
Facilities Development Act if the governing body of the
Sponsoring Entity by appropriate resolution finds and
determines that such amendment is advisable an authorizes or
directs that such amendment be made.
ARTICLE SEVEN
The street address of the initial registered office of
the Corporation is c/o City of Paris, 135 First Street,
S.E., Paris, Texas 75460 and the name of its initial regis-
tered agent at such address is David Doty.
ARTICLE EIGHT
The affairs of the Corporation shall be managed by a
board of directors which shall be composed in its entirety
of persons appointed by the governing body of the Sponsoring
Entity. The number of directors constituting the initial
board of directors is seven (7). 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:
DATE OF
NAME
ADDRESS
EXPIRATION OF TERM
Homer L. Thorton August, 1986
Ralph Rodgers August, 1986
J. R. Hutchison August, 1986
Opal Nahas August, 1986
Leland Smith August, 1986
Billy Brown August, 1986
Spencer Abbott August, 1986
Each director, including the initial directors, shall be
eligible for reappointment. Directors are removable by the
governing body of the Sponsoring Entity for cause or at
will, and must not be appointed for a term in excess of six
years. The directors shall serve as such without compen-
sation except that 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
through death, resignation or otherwise shall be filled by
appointment by the governing body of the Sponsoring Entity
to hold office until the expiration of the term.
ARTICLE NINE
The name and street address of each incorporator are:
NAME
Da.V1d DOty
Yvonne Btarks
T. Y. Haynes
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ARTICLE TEN
The address of the Sponsoring Entity is City of Paris,
135 First Street, S.E., Paris, Texas. The Sponsoring Entity
has by resolution specifically authorized the Corporation to
act on its behalf to further the public purposes set forth
in these Articles of Incorporation and has approved these
Articles of Incorporation. A copy of said resolution is
attached to these Articles of Incorporation and made a part
hereof for all purposes.
ARTICLE ELEVEN
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, corpora-
tion or association, except that in the event the board of
directors shall determine 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
Sponsoring Entity. No part of the Corporation's activities
shall be carrying on propaganda, or otherwise attempting to
influence legislation, and it shall not participate in, 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 TWELVE
If the Corporation ever should be dissolved when it
has, or is entitled to, any interest in any funds or proper-
ty of any kind, real, personal or mixed, such funds or
property or rights thereto shall not be transferred to
private ownership, but shall be transferred and delivered to
the Sponsoring Entity after satisfaction or provision for
satisfaction of debts and claims.
-
ii
THE STATE OF TEXAS
COUNTY OF LAMAR
I, the undersigned, a Notary Public in and for the
above County, do hereby certify that on this 19thday of
July , 1983, personally appeared David Doty ,
Yvonne Burks _ , and T. K. Haynes , 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.
NOTARY PUBLIC, in and for
Lamar County, Texas
My commission expires:
SEAL
CERTIFICATE FOR RESOLUTION
THE STATE OF TEXAS
COUNTY OF LAMAR
CITY OF PARIS
We, the undersigned officers of said City, hereby certify
as follows:
1. The City Council of said City convened in SPECIAL
MEETING ON THE 18tiz DAY OF July, 1983, at the City Hall, and
the roll was called of the duly constituted officers and
members of said City Council, to wit:
Joe Graham, Mayor Gene McWaters, Jr.
H. C. Greene, City Clerk George Fisher, Jr.
Nathan J. Bell Jeff Hoog
Donald G. Wilson Walter F. Williams
and all of said persons were present, except the following
absentees: ilathan J. Bell and George Fisher, Jr.
thus constituting a quorum. Whereupon, among other business,
the following was transacted at said Meeting: a written
RESOLUTION AUTHORIZING AND APPROVING THE CREATION
OF A HEALTH FACILITIES DEVELOPMENT CORPORATION
ON BEHALF OF THE CITY OF PARIS, TEXAS;
APPROVING ARTICLES OF INCORPORATION AND BYLAWS
was duly introduced for the consideration of said City Council
and read in full. It was then duly moved and seconded that
said Resolution be passed; and, after due discussion, said
motion carrying with it the passage of said Resolution,
prevailed and carried by the following vote:
AYES: All members of said City Council shown
present above voted "Aye".
NOES: None.
2. That a true, full and correct copy of the aforesazd
Resolution passed 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 passage 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
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