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HomeMy WebLinkAbout6969ti 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 WP217102- 002/16 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. -2- WP217102- 002/16 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 -3- WP217102- 002/16