Loading...
HomeMy WebLinkAbout6305SUBSTITUTED COPY DATED 12/12/88 RESOLUTION NO. 6305 A RESOLUTION AUTHORIZING AND APPROVING THE FORM- ATION OF PUEBLO MUNICIPAL PROPERTY CORPORATION WHEREAS, the City Council (the "City Council ") of the City of Pueblo, Colorado (the "City ") has authorized the construction, acquisition and equipping of a municipal golf course (the "Project ") to be financed by means of the issuance of certain Certificates of Participation (the "Certificates "); and WHEREAS, such financing calls for the creation and utiliza- tion of a nonprofit leasing corporation for purposes of acquiring, constructing and equipping the Project; and WHEREAS, the City Council has been presented with Articles of Incorporation for the proposed Pueblo Municipal Property Corpora- tion (the "Corporation "). NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, COLORADO, that: SECTION 1 All action heretofore taken (not inconsistent with the provi- sions of this resolution) by the City Council or the officers or employees of the City, directed toward the construction, acquisi- tion and equipping of the Project or the formation of the Corporation, are hereby ratified, approved and confirmed. SECTION 2 The City Council hereby recognizes and approves the creation of the Corporation and the content and intent of the Articles of Incorporation of the Corporation as presented at this meeting and does further appoint Billy Martin who shall be ini- tially appointed for a one year term, Dr. Gilbert Garbiso , who shall be initially appointed for a three year term, and Kenneth Hunter , who shall be initially appointed for a five year term, as directors of the Corporation. SECTION 3. If any section, paragraph, clause or provision of this resol- ution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this resolution. SECTION 4. All bylaws, orders, ordinances and resolutions, or parts thereof, inconsistent with this resolution or with any of the documents hereby approved, are hereby repealed only to the extent of such inconsistency. This repealer shall not be construed as reviving any bylaw, order, ordinance or resolution, or part thereof. QV0MTnM CZ This resolution shall be in full force and effect upon its passage and adoption. ATTEST: INTRODUCED: December 12, 1988 By MIKE $ALARDTNO Councilman APPROVED: Ci y Clerk / Pr sident o the City Council l C'ty of Pueblo, Colorado TJ 32.34 -2- y S ARTICLES OF INCORPORATION �nN Pursuant to the provisions of the Colorado Nonprofit u - Cbrp©r�aft'ion Act, articles 20 to 29 of title 7, Colorado Revised Statutes, the undersigned person, acting as the incorporator of a corporation, signs and acknowledges the following for such corporation: ARTICLE I Vi" N-1 name of the Corporation shall be PUEBLO MUNICIPAL PROPERTY CORPORATION (referred to herein as the "Corporation "). ARTICLE II DURATION The period of duration of the corporate existence of the Corporation shall be perpetual. ARTICLE III PURPOSES The Corporation is a nonprofit public benefit corporation, and is not organized for the private gain of any person. It is organized under the Colorado Nonprofit Corporation Act for civic, educational, charitable, cultural and athletic purposes. (a) The specific purposes for which the Corporation is organized are as follows: (i) To purchase, lease or otherwise acquire real estate and to construct, install or acquire and place thereon any and all public improvements, within the boundaries of the City of Pueblo, Colorado, necessary or desirable for the acquisition, construction and equipping of a municipal golf course facility (the "Golf Course "), and to purchase, lease or otherwise acquire personal property of any kind, for the use and benefit of the residents of the City of Pueblo, Colorado, necessary or desirable in connection with the acquisition, construction and equipping of the Golf Course, and to lease, convey, sell, transfer or otherwise make available such real estate, improvements and personal property constituting the Golf Course for the benefit of the residents of the City of Pueblo, Colorado. (ii) To operate, maintain, repair and improve, or to cause to be operated, maintained, repaired and improved, any and all real property and improvements, as well as personal property, acquired by the Corporation in connection with the acquisition, construction and equipping of the Golf Course. (iii) To exercise all powers, privileges and rights necessary or advisable to carry out the objects and purposes for which this Corporation is formed, and the Board of Directors hereby claims 0612X -2- for this Corporation all the benefits, privileges, rights and powers created, extended or conferred by the provisions of all applicable laws of the State of Colorado pertaining to nonprofit corporations, and any amendments or supplements thereto and such powers and authority as may be granted by any subsequent legislation relating to nonprofit corporations. (b) The Corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income taxation under Section 501(c)(4) or Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue Code). (c) No substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. (d) The Corporation is not organized, nor shall it be operated, for pecuniary gain or profit, and it shall not distribute gains, profits or dividends to the members thereof or to any private shareholder. -3- 0612X (e) The property, assets, profits and net income of the Corporation are dedicated irrevocably to the purposes set forth in this Article, and no part of the profits or net income of the Corporation shall ever inure to the benefit of any director, trustee, officer, shareholder or member thereof or to the benefit of any private individual. ARTICLE IV ADDRESS AND INITIAL AGENT The address in the State of Colorado of the Corporation's initial registered office is Naylor & Geisel, P.C., 760 United Bank Building, Pueblo, Colorado 81003, and the name of the Corporation's initial registered agent at such address is John Naylor. ARTICLE V BOARD OF DIRECTORS There shall be no stock issued in the Corporation and no members of the Corporation except the Board of Directors thereof; provided, however, that the membership of the City Council of the City of Pueblo, Colorado (the "City Council "), as the same shall from time to time exist, shall be deemed to be members of the Corporation for the purpose of removing the members of the Board of Directors of the Corporation in accordance with these Articles of Incorporation. At no time shall more than two of the members of the City Council serve as a member of the Board of Directors of the Corporation. -4- 0612X The number of Directors of the Corporation shall be five, and the names and addresses of the initial Directors are: Name Kenneth F. Hunter Billy G. Martin Dr. Gilbert Garbiso David L. Cardinal Craig Ockers Address 40 Villa Drive Pueblo, CO 81001 City of Pueblo 1 City Hall Place Pueblo, CO 81003 3210 Wedgewood Drive Pueblo, CO 81005 Dain Bosworth, Incorporated Thatcher Building Pueblo, CO 81003 United Bank of Pueblo 8th and Main Street Pueblo, CO 81003 Three members of the Board of Directors shall be appointed by majority vote of the City Council. The City Council shall initially appoint one director for a term of one year, one director for a term of three years, and one director for a term of five years. Upon expiration of such terms, each successor director appointed by the City Council shall be appointed for a term of five years. Two members of the Board of Directors shall be appointed by the University of Southern Colorado (the "University "). The University shall initially appoint one director for a term of two years, and one director for a term of four years. Upon expiration of such terms, each successor director appointed by the University shall be appointed for a term of five years. -5- 0612X Members of the Board of Directors of the Corporation shall serve until the expiration of their term or until their death, removal, resignation or disability. If any member of the Board of Directors vacates or is removed from his office during the term for which he is appointed to the Board of Directors, a vacancy on the Board of Directors shall exist and the person or group who initially appointed such director shall fill such vacancy by appointment for the remainder of such unexpired term. Members of the Board of Directors may be removed for good cause shown, by majority vote of the membership of the City Council as the same shall from time to time exist. The Corporation may have such officers as may be designated in the Bylaws of the Corporation, if any. ARTICLE VI INCORPORATOR The name and address of the incorporator of the Corporation is as follows: Name William C. Gorham 707 17th Street - Suite 2400, Denver, Colorado 80202 ARTICLE VII REGULAR AND SPECIAL MEETINGS The annual, regular and special meetings of the Corporation, and the place, time and manner of giving notice of such meetings, shall be in accordance with the applicable law and as may be prescribed by the Bylaws of the Corporation. -6- 0612X ARTICLE VIII PROPRIETARY INTEREST OF MEMBERS The Directors of the Corporation shall have no private or proprietary interest in the Corporation. The Board of Directors shall serve as such without compensation, and no part of the Corporation's net earnings shall inure to the benefit of any private member or individual; provided, however, that the Board of Directors may allow payment of the expenses necessarily incurred by a Director in the performance of his or her duties as a Director. The members of the Board of Directors shall have no personal liability to the Corporation, the City of Pueblo, Colorado or the University of Southern Colorado for monetary damages for breach of fiduciary duty as a director except as may be otherwise specifically provided in the Colorado Nonprofit Corporation Act. ARTICLE IX DISPOSITION OF PROPERTY The Board of Directors of the Corporation shall not sell, transfer, mortgage, convey or otherwise dispose of all or any major part of the property and assets of the Corporation, nor shall the Corporation be dissolved, merged or consolidated with any other corporation or other legal entity, except on an affirmative vote of a majority of all of the Board of Directors of the Corporation. -7- 0612X h ARTICLE X DISSOLUTION In the event of the dissolution of the Corporation, no part of its property shall be distributed to any member or individual, and any property of the Corporation not required to pay corporate debts and corporate expenses shall be distributed only to the City of Pueblo, Colorado or to a nonprofit organization designated by the City of Pueblo, Colorado. ARTICLE XI BYLAWS OF THE CORPORATION The members of the City Council, by an affirmative vote of a majority thereof, shall have the power to adopt and amend bylaws of the Corporation, as they may deem proper for the management of the affairs of the Corporation, and which are not inconsistent with law or these Articles of Incorporation. ARTICLE XII AMENDMENT These Articles of Incorporation may be amended from time to time by the affirmative vote of a majority of the members of the City Council; provided, however, that paragraphs (b), (d) and (e) of Article III, Article VIII, Article IX and Article X of these Articles of Incorporation shall never be amended or repealed. 0612X Im 0 These Articles of Incorporation, consisting of pages 1 to 9, inclusive, have been duly adopted by the incorporator. IN WITNESS WHEREOF, the incorporator of PUEBLO MUNICIPAL PROPERTY CORPORATION, has caused these Articles of Incorporation to be signed this 3rd day of January 1989. wo, zig .- INCORPORATOR STATE OF COLORADO ] CITY AND COUNTY ] ss. OF DENVER ] The foregoing instrument was acknowledged before me this 3rd day of January 1989, by William C. Gorham, as Incorporator of Pueblo Municipal Property Corporation. WITNESS my hand and official seal. [SEAL] Notary Putflic My commission expires: 0612X ME s BYLAWS OF PUEBLO MUNICIPAL PROPERTY CORPORATION ARTICLE I THE CORPORATION Section 1. Name of Corporation The name of the Corporation shall be "Pueblo Municipal Property Corporation" (the "Corporation "). Section 2. Purpose of Corporation The purposes for which the Corporation has been organized are set forth in Article 3 of the Articles of Incorporation of the Corporation (the "Articles of Incorporation "). As more fully set forth therein, the Corporation has been created on behalf and for the benefit of the City of Pueblo, Colorado. The Corporation, its Board of Directors, officers and agents shall conduct the business and affairs of the Corporation in strict conformity with the purposes for which the Corporation has been created and otherwise in accordance with the terms and provisions of the Articles of Incorporation and these Bylaws. Section 3. Seal of Corporation The seal of the Corporation shall be in the form of a circle and shall bear the name of the Corporation. Section 4. Office of Corporation The office of the Corporation shall be at , in the City of q Pueblo, State of Colorado, and may be changed hereafter to such address as the Corporation may from time to time designate by resolution. ARTICLE II BOARD OF DIRECTORS Section 1. Board of Directors -- Designation and Powers The Board of Directors shall be appointed in the manner set forth in the Articles of Incorporation and the Board of Directors shall have such powers as set forth therein and herein. Section 2. Term of Office The term of office of each Director shall be as set forth in the Articles of Incorporation. A Director shall hold office until his or her successor has been appointed and qualified. Any vacancy occurring during the term of office of a Director shall be filled until the expiration of the term by a successor Director selected in the same manner as the vacating Director, as set forth in Article V of the Articles of Incorporation. The Board of Directors may make recommendations as to the persons who should be selected as members of the Board of Directors. Section 3. Nonliability for Debts The private property of the Directors shall be exempt from execution or other liability for any debts of the Corporation and no Director shall be liable or responsible for the debts or liabilities of the Corporation. 0614X -2- I Section 4. Indemnification of Directors and Officers The Corporation may indemnify any director, officer or former director or officer, of the Corporation, against expenses actually and reasonably incurred by him or her in connection with the defense of any action, suit or proceeding, civil or criminal, or for any loss or claim resulting from any such action, suit or proceeding, in which he or she is made a party by reason of being or having been a director or officer, excluding any matter as to which he or she is adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty to the Corporation. The Corporation is authorized to obtain a policy or policies of insurance for the purpose of providing such indemnification of the directors and officers of the Corporation. Section 5. Officers The officers of the Corporation shall be a President, a Vice President, a Secretary /Treasurer and one or more Assistant Secretaries, as determined by the Board of Directors. Section 6. President The President shall preside at all meetings of the Corporation. Except as otherwise authorized by resolution of the Corporation, the President shall sign all contracts, deeds and other instruments made by the Corporation. The President shall be the chief executive 0614X -3- officer of the Corporation, and as such shall have general supervision over the administration of its business and affairs, subject to the direction of the Board of Directors. Section 7. Vice President The Vice President shall perform the duties of the President in the absence or incapacity of the President; and in case of the removal, resignation or death of the President, the Vice President shall perform such duties as are imposed on the President until such time as the Corporation shall select a new President. Section 8. Secretary /Treasurer The Secretary /Treasurer shall have the care and custody of all funds of the Corporation and shall deposit the same in the name of the Corporation in such banks or savings and loan associations as the Board of Directors may select. Any officer, other than an Assistant Secretary, shall sign all orders and checks for the payment of money and shall pay out and disburse such moneys under the direction of the Board of Directors. Except as otherwise authorized by resolution of the Corporation, all such orders and checks shall be countersigned by any other officer excluding an Assistant Secretary. The Secretary /Treasurer shall keep regular books of accounts showing receipts and expenditures and shall render to the Board of Directors, at each regular meeting (or more often when requested), an account of his or her -4- 0614X transactions and also of the financial condition of the Corporation. The Secretary /Treasurer shall make the books of account available to the City Council of the City of Pueblo, Colorado and to the University of Southern Colorado, or their authorized representatives for inspection upon request. The Secretary /Treasurer or Assistant Secretary, if any, shall keep the records of the Corporation, shall act as secretary of the meetings of the Board of Directors and record all votes, and shall keep a record of the proceedings of the Board of Directors in a journal of proceedings to be kept for such purpose, and shall perform all duties incident to the office of Secretary. The Secretary /Treasurer shall promptly submit a copy of the record of the proceedings of the Board of Directors to the City Council of the City of Pueblo, Colorado and to the University of Southern Colorado or their authorized representatives, upon request. The Secretary /Treasurer shall keep in safe custody the seal of the Corporation and shall have power to affix such seal to all contracts and instruments authorized to be executed by the Corporation. Section 9. Additional Duties The officers of the Corporation shall perform such other duties and functions as may from time to time be required by the Corporation or the bylaws or rules and regulations of the Corporation. -5- 0614X Section 10. Vice President, if any, shall be Corporation from Corporation, and their successors Section 11. Election or Appointment The President, Secretary /Treasurer and Assistant Secretary, elected at the annual meeting of the among the Board of Directors of the shall hold office for one year or until are elected and qualified. Vacancies Should the office of the President, Vice President or Secretary /Treasurer become vacant, the Board of Directors shall elect a successor from the Corporation's membership at the next regular meeting, and such election shall be for the unexpired term of said office. Section 12. Employment of Personnel The Corporation may from time to time employ such personnel as it deems necessary to exercise its powers, duties and functions as prescribed by the Articles of Incorporation and the laws of the State of Colorado applicable thereto. The selection and compensation of such personnel, if any, shall be determined by the Corporation. ARTICLE III MEETINGS Section 1. Annual Meeting The annual meeting of the Board of Directors shall be held on the second Tuesday of January of each year at 9:00 a.m., at the regular meeting place of the Board of Directors. -6- 0614X M Section 2. Regular Meetings Regular meetings may be held without notice at such times and places as may from time to time be determined by resolution of the Board of Directors. Section 3. Special Meetings The President of the Corporation may, when he or she deems it expedient, and shall, upon the written request of two members of the Board of Directors, call a special meeting of the Board of Directors for the purpose of transacting any business designated in the call. A call for a special meeting may be telephoned and /or delivered to each member of the Board of Directors or may be mailed to the business or home address of each member of the Board of Directors at least twenty -four (24) hours prior to the date and time of such special meeting. At such special meeting no business shall be considered other than as designated in the call, but if all of the members of the Board of Directors are present at a special meeting, any and all business may be transacted at such special meeting. Section 4. Ouoru m. The powers of the Corporation shall be vested in the Board of Directors thereof in office from time to time. A majority of the Directors holding office shall constitute a quorum for the purpose of conducting its business and exercising its powers and for all other purposes, but a smaller number may adjourn from time to time until a quorum is obtained. When a quorum is in attendance, -7- action may be taken by the Corporation upon a vote of a majority of the Board of Directors present. Section 5. Order of Business At the regular meetings of the Board of Directors the following shall be the order of business: 1. Roll call. 2. Reading and approval of the minutes of the previous meeting. 3. Bills and communications. 4. Report of the President. 5. Unfinished business. 6. New business. 7. Adjournment. All resolutions shall be reduced to writing and shall be copied in the official minute book or journal of the proceedings of the Corporation. Section 6. Manner of Voting The voting on all questions coming before the Corporation shall be by roll call, and the ayes, nays and abstentions shall be entered upon the minutes of each meeting, except on the election of officers which may be by ballot. Every member of the Board of Directors, when present, must vote unless excused from voting on matters involving the consideration of his or her own official conduct or when his or her personal or financial interest is involved. Any member of the Board of Directors -8- 0614X must state at the time of abstention the reason for abstention. Section 7. Conflict of Interest If any Director, other officer or employee of an Corporation owns or controls a direct interest in any property included or planned to be included in any project, he or she shall immediately disclose the same in writing to the Corporation, and such disclosure shall be entered upon the minutes of the Corporation. Upon such disclosure, such Director, officer or other employee shall not participate in any action by the Corporation affecting the carrying out of the project or the planning or undertaking of the project unless a majority of the remaining membership of the Board of Directors of the Corporation determines that, in the light of such personal interest, the participation of such Director, officer or other employee in any such act would not be contrary to the interests of the Corporation. ARTICLE IV AMENDMENTS Amendments to Bylaws The bylaws of the Corporation shall be amended only as provided in Article XI of the Articles of Incorporation. -9- 0614X