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RESOLUTION NO. 696
A RESOLUTION OF THE CITY OF PUEBLO., COLORADO
AUTHORIZING AN AMENDMENT OF THE BYLAWS OF THE CITY
OF PUEBLO, COLORADO MUNICIPAL BUILDING CORPORATION
WHEREAS, the City of Pueblo, Colorado (the "City ") is a
municipality and a political subdivision duly organized and
existing under and by virtue of the Constitution and laws of
the State of Colorado and the home rule charter of the City;
and
WHEREAS, the City has previously authorized and directed
the creation of the City of Pueblo, Colorado Municipal
Building Corporation (the "Corporation ") as a nonprofit
corporation under the Colorado Nonprofit Corporation Act,
articles 20 through 29, title 7, Colorado Revised Statutes,
as amended, pursuant to the provisions of an ordinance duly
and regularly adopted by the City Council of the City; and
WHEREAS, Article III, Section 7 of the Bylaws of the
Corporation (the "Bylaws ") provides that "[w]henever a
vacancy shall occur in the membership of the Board of
Directors, or whenever the terms of office of any Director
shall cease, such vacancy or vacancies shall be filled by a
majority vote of the remaining members of the Board of
Directors "; and
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WHEREAS, the Board of Directors of the Corporation
desires to amend said Section 7 of Article III of the Bylaws
to provide for the appointment of members of the Board of
Directors of the Corporation should all members of the Board
of Directors resign simultaneously; and
WHEREAS, the Board of Directors of the Corporation
proposes to amend such Section by the addition of the
following language at the end thereof:
If there shall, at any time, be no remaining
members of the Board of Directors to fill any
vacancy or vacancies in the membership of the Board
of Directors, new directors may be appointed by the
registered owners of a majority in aggregate
outstanding principal amount of certificates of
participation in any lease revenues issued by or on
behalf of the Corporation, by an instrument or
concurrent instruments in writing signed by such
registered owners, or by their attorneys in fact
duly authorized, a copy of which shall be delivered
personally or sent by registered mail to the
trustee for such certificates and to the City. In
case of any such vacancies, the trustee(s) for the
majority in aggregate outstanding principal amount
of such certificates of participation may appoint
new directors to fill such vacancies temporarily
until the registered owners shall appoint directors
as aforesaid; provided, however, that if the
registered owners have not appointed new directors
within three months of the last resignation by a
director, the right of the registered owners to
appoint new directors shall be deemed waived and
the directors appointed by the trustee(s) shall be
the new directors of the Corporation.
and;
WHEREAS, the Bylaws of the Corporation (the "Bylaws ")
require that the amendment thereof be approved by the
affirmative vote of the City Council of the City.
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THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF PUEBLO, COLORADO THAT:
1. The City Council hereby approves of the amendment
to Article III, Section 7 of the Bylaws of the Corporation by
the addition of the following language at the end thereof:
If there shall, at any time, be no remaining
members of the Board of Directors to fill any
vacancy or vacancies in the membership of the Board
of Directors, new directors may be appointed by the
registered owners of a majority in aggregate
outstanding principal amount of certificates of
participation in any lease revenues issued by or on
behalf of the Corporation, by an instrument or
concurrent instruments in writing signed by such
registered owners, or by their attorneys in fact
duly authorized, a copy of which shall be delivered
personally or sent by registered mail to the
trustee for such certificates and to the City. In
case of any such vacancies, the trustee(s) for the
majority in aggregate outstanding principal amount
of such certificates of participation may appoint
new directors to fill such vacancies temporarily
until the registered owners shall appoint directors
as aforesaid; provided, however, that if the
registered owners have not appointed new directors
within three months of the last resignation by a
director, the right of the registered owners to
appoint new directors shall be deemed waived and
the directors appointed by the trustee(s) shall be
the new directors of the Corporation.
and;
2. This resolution shall be in full force and effect
upon its passage and approval.
INTRODUCED, READ AND ADOPTED this 13th day of July 1992.
Introduced by JOHN CALIFANO
[SEAL] Council member
ATTEST:
APPROVED.
Pr iden't'of the Council
y Clerk
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