1992 RES AUTHORIZING CREATION OF COP INDUSTRIAL DEVELOPMENT CORPORATIONRESQLUTION N0. 1992
RESOLUTION AUTHORIZING THE CREATION OF THE
CITY OF PARIS INDUSTRIAL DEVELOPMENT CORPORATION
AS AN INSTRUMENTALITY OF THE CITY OF P~RIS, PARIS, TEX~S;
APdD CONTAINING OTHER PROVISIONS RELATING TO THE SUBJECT
WHEREAS, the Development Corporation Act of 1979, Section
1 through 37, Article 5190.6, Vernon's Texas Civil Statutes,
authorizes the creation and administration of industrial develop-
ment corporations to act on behalf of cities, counties and conser-
vation and reclamation districts in the promotion and development
of commercial, industrial and manufacturing enterprises to promote
and encourage employment and the public welfare; and,
WHEREAS, the Act authorizes cities, counties and conser-
vation and reclamation districts to utilize an industrial develop-
ment corporation to issue obligations and bonds on behalf of the
sponsoring city, county or conservation and reclamation district
to finance projects promoting and developing commercial, industrial
and manufacturing enterprises; and,
WHEREAS, three natural persons, each of whom is at least
eighteen years of age and a qualified elector of the City of Paris,
Texas, a Unit under Article 5190.6, Vernon's Texas Civil Statutes;
have filed with the City Council of the Unit a written application
requesting that the Unit authorize and approve the creation of the
CITY OF PARIS INDUSTRTAL DEVELOPMENT CORPORATION, hereinafter re-
ferred to as Corporation, and aAprove the Articles of Incorporation
and Bylaws to be used in creating the Corporation; and,
WHEREAS, the Corporation will be created and organized as
a Texas non-profit corporation, pursuant to the provisions of the
Act, for such limited purposes; and,
WHEREAS, the City Council of the City of Paris has reviewed
and approved the Petition and the Articles of Incorporation and
Bylaws and has determined to authorize and approve the creation of
the Corporation, a not-for-profit entity, as its constituted author-
ity and instrumentality to accomplish the specific public purpose
of the promotion and development of commercial, industrial and
manufacturing enterprises to promote and encourage employment and
the public welfare; NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS:
Section l. That the CITY OF PARIS Ir1DUSTRIAL DEVELOPMENT
CORPORATION is hereby authorized and approved for creation as an
industrial develoPment corporation under the provisions of the
Act.
Section 2. That the Cor~oration is hereby designated as
the duly constituted authority and instrumentality of the Unit
(within the meaning of those terms in the regulations of the
Treasury and the rulings of the Internal Revenue Service pre-
scribed and promulgated pursuant to Section 103 of the Internal
Revenue Code of 1954, as amended) and shall be authorized to act
on behalf of the Unit for the specific public purpose of the
promotion and development of commercial, industrial and manufact-
uring enterprises to promote and encourage employment and the
public welfare; but the Corporation is not intended to be and shall
not be a political subdivision or a political corporation within
the meaning of the Constitution and the laws of the State of Texas,
including without limitation Article III, Section 52 of the State
Constitution, and the Unit does not delegate to the Corporation
any of its attributes of sovereignty, including the power to tax,
the power of eminent domain and the police power.
Section 3. That the Corporation may, under the con-
ditions set forth in this Resolution, issue obligations on
behalf of the Unit, acquire, lease, sell or convey certain
properties and make loans for the promotion and development
of commercial, industrial and manufacturing enterprises to
promote and encourage employment and the public welfare. The
Unit shall not lend its credit or grant any public money or
thing of value in aid of the Corporation. Furthermore, obli-
gations issued by the Corporation with the approval of the Unit
shall be deemed not to constitute a debt of the State, of the
Unit or of any other political corporation, subdivision or
agency of the State or a pledge of the faith and credit of any
of them, but such obligations shall be payable solely from the
funds herein provided. The Corporation shall not be authorized
to incur financial obligations which cannot be paid from proceeds
of the obligations or from revenues realized from the lease or
sale of a project or realized from a loan made by the Corporation
to finance or refinance in whole or in part a project. "Project"
shall mean the land, buildings, equipment, facilities and improve-
ments (one or more) found by the Board of Directors of the Cor-
poration to be required or suitable for the promotion of commerc-
ial or industrial development and expansion, the promotion of
employment or for use by commercial, manufacturing or industrial
enterprises, irrespective of whether in existence or required to
be acquired or constructed after the making of such findings by
the Board of Directors.
Section 4. That the Articles of Incornoration of the City
of Paris Industrial Development Corporation and the Bylaws of the
Corporation, in the forms attached hereto as Exhibit "A" and "B"
respectively, are hereby approved for use and adoption by the
Corporation; provided, however, that any amendments to the
Articles of Incorporation shall be subject to the further approval
of the City Council.
Section 5. That the City Council shall approve by written
resolution any agreement to issue bonds, includinb refunding bonds,
adopted by the Corporation, which agreement and resolution shall set
out the amount and purpose of the bonds. Furthermore, no issue
of bonds, including refunding bonds, shall be sold and delivered
by the Corporation without a written resolution of the City Council
adopted no more than 60 days prior to the date of the sale of the
bonds specifically approving the resolution of the Corporation
providing for the issuance of the bonds.
Section 6. That, upon dissolution of the Corporation, the
Unit shall accept title to or other interests in any real or
personal property owned by the Corporation at such time.
Section 7. That this Resolution is adopted for the purpose
of satisfying the conditions and requirements of the Act and of
Section 103 of the Internal Revenue Code of 1954, as amended and
the regulations prescribed thereunder from time to time and for
the benefit of the Corporation, the Unit, the owners or holders
from time to time of the obligations of the Corporation and all
other interested persons.
Section 8. That the City Council 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, hour, and place of this meeting and of the subject
of this resolution was posted on a bulletin board located at a
place convenient to the public in the City Hall of the City of
Paris for at least 72 hours preceding the scheduled time of such
meeting; and that such place of posting was readily accessible
to the general public at all times from such time of posting
until the scheduled time of such meeting; and that such meeting
was open to the public as required by 1aw at all times during
which the Resolution and the subject matter thereof was dis-
cussed, considered and formally acted upon, all as required by
the Open Meetings Law, Article 6252-17, Vernon's Texas Civil
Statutes, as amended. The City Council further ratifies, ap-
proves and confirms such written notice and the contents and
posting thereof.
Passed and adopted this lOth day of December, 1979.
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P%I c~a
ATTEST:
X~~ z 1z"dAL.
H. C. G ene, City Clerk
APPROVED AS TO FORM:
;
T K. Haynes, City Attorney
ARTICLES OF INCORPORATION
OF
CITY OF PARIS INDUSTRIAL DEVELOPMENT CORPORATION
We, the undersigned natural persons, each of whom is
of the age of eighteen years or more and a qualified elector
of the City of Paris, Texas, a Unit under ArticZe 5190.6,
Vernon`s Texas Civil Statutes, acting as incorporators of a
Corporation under the Development Corporation Act of 1979,
Article 5190.6, Vernon's Texas Civil Statutes, (the "Act"),
do hereby adopt the following Articles of Incorporation for
such Corporation:
ARTICLE I
The name of the Corparation is CITY OF PARIS INDUSTRIAL
DEVELOPMENT CORPORATION.
ARTICLE II
The Corporation is a non-profit corDOration,
ARTICLE III
The duration of the Corporation shall be perpetual.
ARTICLE IV
The Corporation is organized and may issue bonds on be-
half of the City of Paris for the specific public purpose of
promotion and development of commercial, industrial and manu-
facturing enterprises to promote and encourage employment and
the public welfare.
ARTICLE V
The Corporation has no members and is a non-stock cor-
poration.
ARTICLE VI
The Corporation's internal affairs shall be regulated by
a set of Bylaws, not inconsistent with the laws of this State,
which have been approved by the City Council of the City of
Paris, under whose auspices the Corporation is created.
EhHIBIT "A"
ARTZCLE VII
The street address of the ini.tial registexed office of
the Corporation is 135 lst Street S. E., Paris, Texas, and the
name of its initial registered agent at such address is T. K.
Haynes.
ARTICLE VIII
The number of directors constituting the initial Board
of Directors of the Corporation is seven (7), and the names and
addresses of the persons who are to serve as the initial
directors are:
Name Address
J. B. Bankhead 3240 Clark Lane
Paris, Texas
E. Ridley Briggs
3015 Mahaffey
Paris, Texas
F. R, Cecil
3120 Clark Lane
Paris, Texas
Duran Davis
750 33rd Street S. E.
Paris, Texas
Moody L. Graham
3085 Abbott Lane
Paris, Texas
June Reep
910 Laurel Lane
Paris, Texas
Leon Williams
643 3rd Street N, E.
Paris, Texas
ARTICLE IX
The name and street address of each incorporator are:
Name Address
Michael E. Malone 231-1/2 Kaufman Street
Paris, Texas
James W, Farris 3115 Mahaffey
Paris, Texas
T. K, Haynes 1790 Fairfax
Paris, Texas
ARTICLE X
The City Council of the City of Paris has specificaZly
authorized by resolution the Corporation to act on its behalf
to further the specific public purpose of the promotion and
development of commercial, industrial and manufacturing enter-
prises to promote and encourage employment and the public
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welfare and has approved these Articles of Incorporation of
the*Corporation,
ARTICLE XI
The Articles of Tncorporation may at any time and from
time to time be amended by the Board of Directors or by the
City Councii, 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.
Irt WITNESS WfiEREQF, we have hereunto set our hand this
lOth day of December, 1979.
Michae E. Ma one
Jaries W. Farris
T. K. Haynes
THE STATE OF TEXAS X
COUNTY OF LAMAR X
a
I, the undersigned, a Notary Public, do hereby certify
that on the day of December, 1979, personally appeared be-
fare me: MICHAEL E. MALONE, JAMES W. FARRIS, and T. K. HAYNES,
who each being by me first duly sworn, severally declared that
they are the persons who signed the foregoing Articles as in-
corporators, 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 Pub ic '
Lamar County, Texas
My Commission Expires:
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BYLAWS OF
CITY OF PARIS INDUSTRIAL DEVELOPMENT CORPORATION
ARTICLE I
POWERS AND PURPOSES
Section l. Firiancina of Industrial Develo ment Pro'ects.
In order to implement the nurposes or which t e Corporation caas
formed as set forth in the Articles of Incorporation, the Cor-
poration shall issue obligations to finance a11 or part of the
cost of one or more cor.imercial, industrial or manufacturing pro-
jects to promote and develop commercial, industrial and manufact-
uring enterprises to promote and encourage employment and the
public welfare, pursuant to the provisions of the Development
Corporation Act of 1979, Section 1 through 37, Article 5190.6,
Vernon's Texas Civil Statutes.
Section 2. Conditions Precedent to Issuance of Obliga~
tions. The Corporation shall not issue any obligations unless:
1) The City Council of the City of Paris, Texast a Unit
under Article 5190.6, Vernon's Texas Civi1 Statutes, has
approved by written resolution any agreement to issue
obligations adopted by the Corporation, which agreement
and resolution sha11 set out the amount and purpose of
the obligations. No issue of obligations, including re-
funding bonds, shall be sold and delivered by the Corporr
ation with a written resolution of the City Council adopted
no more than sixty (60) days prior to the date of sale of
the obligations specifically approving the resolution of
the Corporation providing for the issuance of the obli-
gations; and
2) The Texas Industrial Commission, or the executive
director thereof, has approved the contents of any lease,
sale or loan agreement made by the Corporation under the
Act in connection with the issuance of obligations by
affirmatively finding that the lessee, purchaser or
borrower has the business experience, financial resources
and responsibility to provide reasonable assurance that
all obligations and interest thereon to be paid from or
by reason of such agreement will be paid as the same be-
come due.
Section 3. Books and Records; A roval of Pro rams and
Financial Statements. T e Corporation s a eep correct an
complete books and records of account and sha11 also keep minutes
of the proceedings of its Board of Directors and committees having
any of the authority of the Board of Directors. A11 books and re-
cords of the Corporation may be inspected by any director or his
agent or attorney for any proper purpose at any reasonable time;
and at a11 times the City Council will have access to the books
and records of the Corporation. The Unit shall be entitled to
approve all programs and expenditures of the Corporation and ann-
ually review any financial statements of the Corporation.
Section 4. Non-profit Corp.oration. The Corporation shall
be a non-pro it corporation, and no part of its net earnings re-
maining after payment of its expenses shall inure to the benefit
of any individual, firm or corporation, except that in the event
the Board of Directors of the Corporation shall determine that
sufficien.t provision has been made for the full payment of the
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expenses, bonds and other obligations of the Corporation issued
to finance all or part of the cost of a project, then any net
earnings of the Corpozation thereafter accruing with respect to
said project shall be paid to the Unit,.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Powers, Number and Term of Office. The property
and affairs of-the Corporation sha11 be managed and controlled by
the Board of Directors and, subject to the restrictions imposed
by law, the Articles of Incorporation and these Bylaws, the Board
of Directors sha11 exercise all of the powers of the Corporation.
The Board of Directors shall consist of seven (7) directorsp
each of whom shall be appoznted by the City Council.
The directors constituting the first Board of Directors
shall be those directors named in the Articles of Incorporation,
each of whom shall serve far six (6) years or until his or her
successor is appointed as hereinafter provided. Subsequent
directors shall hold office for a term of six (6) years or until
their successors are appointed as hereinafter provided.
Any director may be removed from office, by the City Council,
for cause or at will.
Section 2, Meetin s of Directors. The directors may hold
their meetings at suc place or p.aces in the State of Texas, as
the Board of Directors may from time to time determine; provided,
however, in the absence of any such determination by the Board of
Directors, the meetings shall be held at the registered office of
the Corporation in the State of Texas.
Section 3. Regular Meetin s. Regular Meetings of the Board
of Directors shall be he d without necessity of notice at such
times and places as shall be designated, from time to time, by
resolution of the Board of Directors.
Section 4. Special Meetings. Special Meetings of the Baard
of Directors s all be held whenever called by the president, by the
secretary, by a majority of the directors for the time beinb in
office or upon advice of or request by the City Council.
The secretary shall give notice to each director of each
Special Meeting in person, or by mail, telephane or telegraph, at
least two (2) hours before the meeting. Unless otherwise indicated
in the notice thereof, any and all matters pertaining to the pur-
poses of the Corporation may be considered and acted upon at a
Special rleeting. At any meeting at which every director shall be
present, even though without any notice, any matter pertaining to
the purpose of the Corporation may be considered and acted upon.
Section 5. Quorum. A majority of the directors fixed by
the Artic es o Incorporation shall constitute a quorum for the
consideration of matters pertaining to the purposes of the Corpor-
ation. The act of a majority of the directors present at a meeting
at which a quorum is in attendance shall constitute the act of the
Board of Directors, unless the act of a greater number is required.
by law.
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Section 6, Conduct of Business, At the meetings of the
Board of Directors, matters pertaining to the purposes of the
Corporation sha11 be considered in such order as from time to
time the Board of Directors may determine.
At all meetings of the Board of Directors, the president
shall preside, and in the absence of the president, the vice-
president shall exercise the powers of the president.
The secretary of the Corporation shall act as secretary
of all meetings of the Board of Directors, but in the absence
of the secretary, the presiding officer may appoint any person
to act as secretary of the meeting.
Section 7. Executive Committee, The Board of Directors,
by resolution passed by a majority o the directors in office,
may designate two or more directors to constitute an executive
committee, which committee, to the extent provided in such re-
solution, sha11 have and may exercise all of the authority of
the Board of Directors in the managernent of the Corporation,
except where action of the Board of Directors is specified by
laxa. The executive committee shall act in the manner provided
in such resolution. The executive committee so designated shall
keep regular minutes of the transactions of its meetings and
shall cause such minutes to be recorded in books kept for that
purpose in the office of the Corporation, and shall report the
same to the Board of Directors from time to time.
Section 8. Com ensation of Directors. Directors as such
shall not receive any sa ary o compensation for their services,
except that they sha11 be reimbursed for their actual expenses
incurred in the performance of their duties hereunder.
ARTICLE IZI
OFFICERS
Section 1. Titles and Term of Office. The officers of the
Corporation shall be a president, a vice president, a secretary
and a treasurer, and such other officers as the Board of Directors
may from time to time elect or appoint. One person may hold more
than one office, except that the President sha11 not hold the
office of secretary. Terms of office sha11 not exceed three years.
All officers shall be subject to removal from office, with
or without cause, at any time by a vote of a majority of the en-
tire Board of Directors,
A vacancy in the office of any officer shall be filled by
a vote of a majority of the directors.
Section 2. Powers and Duties of the President. The
president~l-be t e c ie executive o icer o the Corporation
and, subject to the Board of Directors, he shall be in general
charge of the properties and affairs of the Corporation; he shall
preside at a11 meetings of the Board of Directors; in furtherance
of the purposes of this Corporation, he may sign and execute all
contracts, conveyances, franchises, bonds, deeds, assignments,
mortgages, notes and other instruments in the name of the Corpor-
ation.
Section 3. Vice President. The vice nresident shall have
such powers and duties as may be assigned to him by the Board of
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Directors and shall exercise the powezs of the pxesident during
that officer's absence or inability to act, Any action taken by
the vice president in the performance of the duties of the presi-
dent shall be conclusive evidence of the absence or inability to
act of the president at the time such action was taken,
Section 4, Treasurer, The treasurer shall have custody
of a11 t e un s and securities of the Corporation which come
into his hands. When necessary or proper, he may endorse, on
behalf of the Corporation, for collection, checks, notes, and
other obligations and shall deposit the same to the credit of the
Corporation in such bank or banlcs or depositories as shall be de-
signated in the manner prescribed by the Board of Directors; he
may sign all receipts and vouchers for payment made to the Cor-
poration, either alone or jointly with such other officer as is
designated by the Board of Directors; whenever required by the
Board of Directors, he shall render a statement of his cash
account; he shall enter or cause to be entered regularly in the
books of the Corporation to be kept by him for that purpose full
and accurate accounts of all monies received and paid out on
account of the Corporation; he shall perform all acts incident
to the position of treasurer subject to the control of the Board
of Directors; he shall, if_ required by the Board of Directors,
give such bond for the faithful discharge of his duties in such
form as the Board of Directors may require.
Section 5. Secretary. The secretary shall keep the minutes
of all meetings of tEe Board of Directors in books provided for
that purpose; he shall attend to the giving and serving of all
notices; in furtherance of the purposes of this Corporation, he
may sign with the nresident in the name of the Corporation, and/or
attest the signature thereto, all contracts, conveyances, franch-
ises, bonds, deeds, assignments, mortgages; notes and other in-
struments of the Corporation; he shall have charge of the corporate
books, records, documents and instruments, except the books of
account and financial records and securities of which the treasurer
shall have custody and charge, and such other books and papers as
the Board of Directors may direct, a11 of which shall at all
reasonable times be open to inspection upon application at the
office of the Corporation during business hours, and he shall in
general perform all duties incident to the office of secretary
subject to the control of the Board of Directors.
Section 6. Compensation. Officers as such shall not re-
ceive any sary or compensation for their services, except that
they shall be reimbursed for their actual expenses incurred in
the performance of their duties hereunder.
ARTICLE IV
PROVISIONS REGARDING ARTICLES OF INCORPORATION
AND BYLAWS
Section 1. Effective Date, These Bylaws shall become
effective only upon the occurrence of the following events:
(1) The approval of these Byalws by the City Council of
the City of Paris.
(2) The adoption of these Bylaws by the Board of Directors.
Section 2. Amendments to Articles of Incor oration and
B laws Tie Artic es o Incorporation may at any time an rom
time to time be amended, provided taht the Board of Directors files
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with the City Council a written application xequesting that
the City Council appxove such amendment to the Azticles of
Incorporation, specifying in such application the amendment
or amendments proposed to be made. If the City Council by
appropriate resolution finds and determines that it is advis-
able that the proposed amendment be made, authorizes the same
to be made and approves the form of the proposed amendment, the
Soard of Directors sha11 proceed to amerid the Articles as pro-
vided in the Act.
The Articles of Incorporation may also be amended at any
time by the City Council at its sole discretian by adopting an
amendment to the Articles of Incorporation of the Corporation
by resolution of the City Council and delivering the Articles
of Amendment to the Secretary of State as provided in the Act.
These Bylaws may be amended, provided that the Board of
Directors files with the City Council a written application re-
questing that the City Council approve such amendment ta the
Bylaws, specifing in such application the amendment or amend-
ments proposed to be made, If the City Council, by appropriate
resolution finds and determines that it is advisable that the
proposed amendment be Made, authorizes the same to be made and
approves the form of the proposed amendment, the Board of Directors
shall proceed to amend the Bylaws, if the same is approved by a
majority of said Board of Directors.
Section 3. Interpretation of Bylaws. These Bylaws and all
the terms and provisions ereo s all be liberally construed to
effectuate the purposes set forth herein. If any word, phrase,
clause, sentence, paragraph, section or other part of these
Bylaws, or the application thereof to any person or circumstance,
shall ever be held to be invalid or unconstitutional by any court
of competent jurisdiction, the remainder of these Bylaws and the
application of such word, phrase, clause, sentence, paragraph,
section or other part of these Bylaws to any other person or
circumstance shall not be affected thereby.
ART I CLE V
Section l, Princi al Office. The principal office of the
Corporation shall be ocate in City Hall, Paris, Texas.
The Corporation shall have and continuously maintain in the
State of Texas a registered office, and a registered agent whose
business office is identical with such registered office, as re-
quired by the Act. The registered office may be, but need not be,
identical with the principal office in the State, and the address
of the registered office may be changed from time to time by the
Board of Directors, pursuant to the requirements of the Act.
Section 2. Fiscal Year. The fiscal year of the Corpor-
ation shall be-as determine by the Board of Directors.
Section 3. Sea1. The seal of the Corporation shall be as
determine y the Board of Directors.
Section 4. Notice and Waiver of Notice. Whenever any notice
whatsoever is require to e given un er t e provisions of the Act,
the Articles of Incorporation or these Bylaws, said notice shall
be deemed to be sufficient if given by depositing the same in a
post office box in a sealed postnaid wrapper addressed to the per-
son entitled thereto at his post office address, as it appears on
the books of the Corporation, and such notice shall be deemed to
h.ave been given on the day of such mailing. Attendance of a director
at a meeting shall constitute a waiver of notice of such meeting,
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except where a directox attends a meeting for the express pur-
pose of objecting to the transaction of any business on the
grounds that the meeting is now lawfully called or convened.
Neither the business to be transacted at nor the purpose of any
Regular or Special Meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting,
unless required by the Board of Directors, A waiver of notice
in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.
Section 5. Resignations. Any director or officer may
resign at any time. Such Resignation sha11 be made in writing
and sha11 take effect at the time specified therein, or, if no
time be specified, at the time of its receipt by the president
or secretary. The acceptance of a resignation shall not be
necessary to make it effective, unless expressly so provided
in the resignation.
Section 6. Action Without a Meetin of Directors or
Committees. Any action xa ic may e ta en at a meeting o the
Board o Directors or of any committee may be taken without a
meeting if a consent in writing, setting forth the action to be
taken, shall be signed by all of the directors, or all of the
members of the committee, as the case may be. Such consent shall
have the same force and effect as a unanimous vote and may be
stated as such in any articles or document filed with the
Secretary of State, the Texas Industrial Commission or any other
person.
Section 7. AE
Body. To the extent
the Unit or refer to
and consent shall be
ion, order or motion
of Paris.
3roval or Advice and Consent of the Governin
that these By aws re er to any approval by
advice and consent by the Unit, such advice
evidenced by a certified copy of a resolut-
duly adopted by the City Council of the City
Section 8. Organizational Control. The Unit, may, at its
sole discretion, and at any time, alter or change the structure,
organization, programs or activities of the Corporation (including
the power to terminate the Corporation), subject to any limitation
on the impairment of contracts entered into by such Corporation.
Section 9. Dissolution of the Corporation. Upon dissolution
of the Corporation, title to or other interests in any real or
personal property oianed by the Corporation at such time shall vest
in the Unit.
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