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HomeMy WebLinkAboutResolution 89-008 approving articles of incorporation and bylaws for the Marana Municipal Property CorporationRESOLUTION NO. 89-08 RESOLUTION APPROVING ARTICLES OF INCORPORATION OF TOWN OF MARANA MUNICIPAL PROPERTY CORPORATION; APPROVING THE BYLAWS OF TOWN OF MARANA MUNICIPAL PROPERTY CORPORATION; APPOINTING INCORPORATORS AND THE BOARD OF DIRECTORS FOR TOWN OF MARANA MUNICIPAL PROPERTY CORPORATION WHEREAS, the undersigned Mayor and Council of the Town of Marana, Arizona, have received and duly considered the proposed Articles of Incorporation of Town of Marana Municipal Property Corporation, an Arizona nonprofit corporation (the "Corporation"), a copy of which is appended hereto as Exhibit A; and WHEREAS, the undersigned Mayor and Council of the Town of Marana, Arizona, have received and duly considered the proposed Bylaws of the Corporation, a copy of which is appended hereto as Exhibit B; and WHEREAS, the purpose of the Corporation shall be to finance the cost of acquiring, constructing, reconstructing or improving buildings, equipment and other real and personal properties suitable for use by and for leasing to the Town of Marana, Arizona; and WHEREAS, it is incumbent upon the Mayor and Council of the Town of Marana, Arizona to approve the Articles of Incorporation of the Corporation and authorize the filing of such Articles of Incorporation with the Arizona Corporation Commission, to approve the Bylaws of the Corporation, to appoint the incorporators of the Corporation and to appoint and elect the initial Board of Directors of the Corporation; and WHEREAS, the undersigned Mayor and Council of the Town of Marana, Arizona have determined that it is wise, expedient, advisable and in the public interest of the Town of Marana, Arizona and the residents thereof that the Corporation be incorporated as provided by law. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUN- CIL OF THE TOWN OF MARANA, ARIZONA: Section 1. The formation of the Corporation is here- by approved. Section 2. The Articles of Incorporation of the Corporation, in the form appended hereto as Exhibit A, be and they are hereby approved. Section 3. The Bylaws of the Corporation, in the form appended hereto as Exhibit B, be and they are hereby approved. Section 4. The following named individuals, all of whom are residents of the Town of Marana, Arizona, are hereby appointed as the incorporators of the Corporation and they are authorized to proceed with the incorporation of the Corporation as prescribed in Chapter 5, Title 10, Arizona Revised Statutes, as amended. Robert McCrea Dorothy Eoneycutt Joe Parsons Daniel L. Groseclose Paul Samuelson Section 5. The following named individuals, all of whom are residents of the Town of Marana, Arizona, are hereby appointed and elected as initial members of the Board of Direc- tors of the Corporation for the term set forth beside their names: Name Term Expires Robert McCrea July, 1993 Dorothy Honeycutt July, 1993 Joe Parsons July, 1993 Daniel L. Groseclose July, 1992 Paul Samuelson July, 1992 Section 6. The incorporators and directors of the Corporation be, and they are hereby authorized, empowered and directed, in the name and on behalf of the Corporation, to take such action as may be necessary or desirable to carry out the intents and purposes of this Resolution. Adopted and approved this 7th day of March, 1989. Attest: Clerk ,,~" ." Approved a~ to ,form: Westover, Killingsworth & Beshears, P.A., Bond Counsel Exhibit A ARTICLES OF INCORPORATION OF TOWN OF MARANA MUNICIPAL PROPERTY CORPORATION An Arizona Nonprofit Corporation KNOW ALL MEN BY T~ESE PRESENTS: That we, the undersigned, have this day associated ourselves together for the purpose of forming a nonprofit cor- poration under and pursuant to Title 10, Chapter 5, Arizona Revised Statutes, as amended, and that we do hereby adopt these Articles of Incorporation. ARTICLE I The name of the corporation shall be Town of Marana Municipal Property Corporation. ARTICLE II The corporation shall have no members. ARTICLE III The purpose for which the corporation is organized is the transaction of any or all lawful business for which non- profit corporations may be incorporated under the laws of the State of Arizona, including, without limiting the generality of the foregoing, any civic or charitable purpose such as financ- ing the cost of acquiring, constructing, reconstructing or improving buildings, equipment and other real and personal properties suitable for use by and for leasing to the Town of Marana, Arizona or its agencies or instrumentalities. ARTICLE IV The character of business which the corporation in- tends initially to conduct in the State of Arizona is the fi- nancing of the cost of acquisition of one or more water companies and the construction of and improvements to various municipal properties and buildings and the leasing thereof to the Town of Marana, Arizona. ARTICLE V No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its directors, officers or other private persons, except that (i) the corpora- tion shall be authorized and empowered to pay reasonable com- pensation for services rendered to it for its benefit and (ii) the corporation shall be authorized to repay the principal of and pay the interest accrued on indebtedness incurred by it to accomplish its civic and charitable purpose. This corporation shall be authorized to and may make reasonable charges for any services rendered by it or for assets furnished by it, but all funds received by the corporation in excess of the cost of its operation shall be held in trust for the accomplishment of its civic and charitable purposes, including the retirement of its debts. No part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in, any political campaign on behalf of any candidate for public office. ARTICLE VI Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the pay- ment of all liabilities of the corporation, dispose of all of its assets by transferring such assets to the Town of Marana, Arizona or its successor in interest. ARTICLE VII The name and address of the initial statutory agent of the corporation is: John R. Moffitt, Esq. whose address is 110 South Church Street, Suite 238, Tucson, Arizona 85701. ARTICLE VIII The control and management of the business and af- fairs of the corporation shall be vested in a Board of Direc- tors constituted and qualified as specified in the bylaws of the corporation, but the said Board of Directors in any event shall consist of not less than three directors, all of whom shall be residents of the Town of Marana, Arizona. The directors shall be elected by the governing body of the Town of Marana, Arizona and, unless the bylaws of the corporation pro- vide to the contrary, upon the expiration of each initial term shall hold office for a period of four years or until their successors shall have been elected and qualified. Any vacancy occurring in the Board of Directors shall also be filled by the governing body of the Town of Mararia, Arizona. The directors may be removed from office, with or without cause, by the governing body of the Town of Marana, Arizona. ARTICLE IX The number of directors constituting the initial Board of Directors shall be five. The names and addresses and initial terms of the persons serving as the initial directors of the corporation are: Name Address Term Expires Robert McCrea 13950 West Grier Road Marana, Arizona 85653 July, 1993 Dorothy Honeycutt 13612 Jane Avenue July, 1993 Marana, Arizona 85653 Joe Parsons 13580 West Kirby Hughes Road July, 1993 Marana, Arizona 85653 Daniel L. Groseclose 14200 West Imogene Place Marana, Arizona 85653 July, 1992 Paul Samuelson 12140 West Barnett Road Marana, Arizona 85653 July, 1992 ARTICLE X The names and addresses of the incorporators of this corporation are: Name Address Robert McCrea 13950 West Grier Road Marana, Arizona 85653 Dorothy Honeycutt 13612 Jane Avenue Marana, Arizona 85653 Joe Parsons 13580 West Kirby Hughes Road Marana, Arizona 85653 Daniel L. Groseclose 14200 West Imogene Place Marana, Arizona 85653 Paul Samuelson 12140 West Barnett Road Marana, Arizona 85653 ARTICLE XI The private property of the corporation shall be exempt and obligations. the officers and directors of from liability for its debts ARTICLE XII These Articles of Incorporation may at any time, and from time to time, be amended to make any changes therein and add any provisions thereto which might have been included in the Articles of Incorporation in the first instance, provided that the Board of Directors of the corporation first shall file with the governing body of the Town of Marana, Arizona an application in writing seeking permission to amend these Arti- cles of Incorporation, specifying in such application the amendment proposed to be made. The governing body of the Town of Marana, Arizona shall consider such application and, if it finds and determines it is wise, expedient, necessary or advis- able that the proposed amendments be made, authorizes the same to be made, and approves the form of the proposed amendment, then the persons making such application shall proceed to amend these Articles of Incorporation in accordance with the provi- sions of Title 10, Chapter 5, Arizona Revised Statutes, as amended. ARTICLE XIII The bylaws of the corporation may at any time, and from time to time, be amended to make any changes therein and add any provisions thereto which might have been included in the bylaws in the first instance, provided that the Board of Directors of the corporation first shall file with the govern- ing body of the Town of Marana, Arizona, an application in writing seeking permission to amend the bylaws, specifying in such application the amendment proposed to be made. The gover- ning body of the Town of Marana, Arizona shall consider such application and, if it finds and determines it is wise, expedi- ent, necessary or advisable that the proposed amendments be made, authorizes the same to be made, and approves the form of the proposed amendment, then the persons making such appli- cation shall proceed to amend the bylaws of the corporation. 4 IN WITNESS WHEREOF, the incorporators have hereunto set their hands this 7th day of March, 1989. Robert McCrea Dorothy ~toneycut t J~/~ parsons ~'~..-~ ~-..~.~.~.~-O.~. Daniel L. Groseclose Paul Samae!son 5 STATE OF ARIZONA ) ) sso County of Pima ) On March , 1989, before me, the undersigned Notary Public, personally appeared Robert McCrea, Dorothy Honeycurt, Joe Parsons, Daniel L. Groseclose and Paul Samuelson known to me to be the persons whose names are subscribed to the fore- going instrument and acknowledged to me that they executed the same for the purposes therein expressed. IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written. My commission expires: Notary Public Exhibit B BYLAWS OF TOWN OF MARANA MUNICIPAL PROPERTY CORPORATION ARTICLE I. THE CORPORATION, OFFICE AND SEAL Section 1. The Corporation. The Corporation is a nonprofit corporation organized under Title 10, Chapter 5, Sections 10-1001 et. seq. of the Arizona Revised Statutes, as amended. Section 2. Office. The principal office of the Corporation shall be located at 12775 North Sanders Road, Marana, Arizona 85653. Section 3. Seal. The Corporation shall have a com- mon seal consisting of a circle having on the circumference thereof "TOWN OF MARANA MUNICIPAL PROPERTY CORPORATION", and in the center, "An Arizona Nonprofit Corporation, Incorporated on , 1989." ARTICLE II. RIGHTS AND LIABILITIES OF DIRECTORS Section 1. Interest of Directors and Officers. No director or officer of the Corporation shall have any right, title or interest in or to any property or assets of the Corpo- ration either prior to, during, or at the time of any liquidation or dissolution of the Corporation. Section 2. Liability of Directors and Officers for Debts. The private property of the directors and officers of the Corporation shall be exempt from execution or other liabil- ity for any debts of the Corporation and no director shall be liable or responsible for any debts or liabilities of the Cor- poration. ARTICLE III. DIRECTORS Section 1. General Powers. The business and affairs of the Corporation shall be managed by a board of five direc- tors which shall exercise full power to conduct, manage and direct the business and affairs of the corporation. Section 2. Election and Tenure of Office. The Board of Directors shall be appointed by the governing body of the Town of Marana, Arizona. The initial Board of Directors shall be divided into two groups of directors, respectively, the first group to serve for four years and the second group to serve for two years. Upon expiration of each initial term, successor directors shall be appointed to serve for terms of four years. Each director shall be a resident of the Town of Marana, Arizona and shall hold office until the next annual meeting of the directors at which his term expires and until his successor shall have been appointed by the governing body of the Town of Marana, Arizona and shall have qualified. Section 3. Vacancies. A vacancy in the Board of Directors occurring by reason of death, resignation or removal shall be filled by the governing body of the Town of Marana, Arizona. The failure to fill any vacancy on the Board of Directors shall not operate to reduce the size of the Board of Directors. Section 4. Removal of Directors. The Board of Directors, or any member thereof, may be removed from office, with or without cause, by the governing body of the Town of Marana, Arizona. Section 5. Compensation. The directors and officers of the Corporation shall not receive any salary or other compensation for their services as a member of the Board of Directors or as an officer of the Corporation. ARTICLE IV. MEETINGS OF DIRECTORS Section 1. Regular Annual Meeting. The regular annual meeting of the Board of Directors shall be held on the second Monday in July of each year, beginning with the year 1989, at such place within the Town of Marana, Arizona, or such other place within the State of Arizona, as is specified in the notice of the meeting for the purpose of appointing officers and passing upon reports for the previous fiscal year and for the purpose of transacting such other business as may come before the meeting. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Corporation and in the event of such failure, the annual meeting shall be held within a reasonable time thereafter. Section 2. Special Meetings. Special meetings of the Board of Directors may be called by the president or by any director, and it shall thereupon be the duty of the secretary- treasurer to cause notice of such meeting to be given as provided at Section 3 of this Article. The president or the 2 director calling the meeting shall fix the time and place in the Town of Marana, Arizona, for the holding of the meeting. Section 3. Notice of Directors' Meetings. Written notice of the time and place of each annual meeting shall be given to each director and to the Clerk of the Town of Marana, Arizona at least ten days before such meeting, either personally or by mail, by the secretary or by the president or at the direction of either of them. Notice of the time, place and purpose of any special meeting of the Board of Directors shall be delivered or given to each director and to the Clerk of the Town of Marana, Arizona not less than forty-eight hours prior thereto, either personally or by mail, by or at the direction of the secretary or of the president. If notice of a meeting is mailed, such notice shall be deemed to be delivered the second day following the day it was deposited in the United States mail, postage prepaid, addressed to the director or to the Clerk of the Town, as appropriate, at his or her address as it appears on the records of the corporation. Section 4. Quorum. A majority of the then members of the Board of Directors shall constitute a quorum, provided that if less than such majority of the directors is present at said meeting, a majority of the directors present may adjourn the meeting from time to time. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors as to all matters. Section 5. Participation in Meetings. The governing body of the Town of Marana, Arizona shall be entitled to make recommendations to the Board of Directors of the CorDoration with respect to any matter at any meeting thereof. Each member of the governing body of the Town of Marana, Arizona and any official of the Town of Marana, Arizona designated by the governing body of the Town of Marana, Arizona shall have the right to attend any meeting of the Board of Directors of the Corporation with the right of debate, but they shall not be entitled to vote on any matter considered by the board of the Corporation unless they are a member of the Board of Directors of the Corporation. ARTICLE V. OFFICERS Section 1. Number and Qualifications. The officers of the Corporation shall be a president, a vice president, a secretary-treasurer and such other officers as may be deter- mined by the Board of Directors from time to time, each of whom shall be a member of the Board of Directors of the Corporation and they shall perform such duties as may be designated by the Board of Directors. Section 2. Election and Term of Office. The offi- cers shall be appointed annually by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be conveni- ent. Each officer shall hold office until his successor shall have been appointed and qualified. A vacancy in any office shall be filled by the Board of Directors for the unexpired portion of the term. Section 3. President. The president: (a) shall be the principal executive officer of the Corporation, and unless otherwise determined by the members of the Board of Directors, shall preside at all meetings of the Board of Directors; (b) may sign any deeds, mortgages, deeds of trust, notes, bonds, contracts, or other instruments authorized by the Board of Directors to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and (c) shall in general perform all duties incident to the office of the president and such other duties as may be prescribed by the Board of Directors from time to time. Section 4. Vice President. In the absence of the president or in the event of his or her inability or refusal to act, the vice president shall perform the duties of the presi- dent, and when so acting, shall have all the powers of and be subject to all of the restrictions upon the president. The vice president shall also perform such other duties as from time to time may be prescribed by the Board of Directors. Section 5. Secretary-Treasurer. The secretary- treasurer shall: (a) keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accor- dance with these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and affix the seal of the Corporation to documents, the execution of which on behalf of the Corpora- tion under its seal is duly authorized in accordance with the provisions of these Bylaws; 4 (d) keep a register of the names and post office addresses of all directors; (e) keep general charge of the books of the Corpora- tion; (f) keep on file at all times a complete copy of the Articles of Incorporation and Bylaws of the Corporation con- taining all amendments thereto (which copy shall always be open to the inspection of any director); (g) in general, perform all duties incident to the office of secretary, and such other duties as from time to time may be prescribed by the Board of Directors; (h) have charge and custody of and be responsible for all funds and securities of the Corporation; (i) be responsible for the receipt of and the issu- ance of receipts for all moneys due and payable to the Corpo- ration and for the deposit of all such moneys in the name of the Corporation in such depositories as shall be selected by the Board of Directors; and (j) in general, perform all duties incident to the office of treasurer, and such other duties as from time to time may be prescribed by the Board of Directors. ARTICLE VI. NONPROFIT CORPORATION The Corporation shall at all times be operated on a nonprofit basis, and no part of the income or assets of the Corporation shall be distributed to, or inure to the benefit of, any director or officer. ARTICLE VII. FINANCIAL TRANSACTIONS Section 1. Contracts. Except as otherwise provided in these Bylaws, the Board of Directors may authorize any offi- cer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation and such authority shall be confined to specific instances. Section 2. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of moneys, and all notes, bonds or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents, employee or employees of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. 5 Section 3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Cor- poration in such depositories as the Board of Directors may select. Section 4. Fiscal Year. The fiscal year of the corporation shall begin on the first day of July of each and every year and shall end on the last day of June of the follow- ing year. ARTICLE VIII. MISCELLANEOUS Section 1. Waiver of Notice. Any director may waive in writing any notice of a meeting required to be given by these Bylaws. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting by such director, except in case a director shall attend a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened. Notice required to be given under Article IV hereof to the Clerk of the Town of Marana, Arizona may be waived in writing by all members of the governing body of the Town of Marana, Arizona. Section 2. Rules and Regulations. The Board of Directors shall have the power to make and adopt such rules and regulations not inconsistent with law, the Articles of Incorpo- ration or these Bylaws, as it may deem desirable for the man- agement of the business and affairs of the Corporation. Section 3. Accounting System and Reports. The Board of Directors shall cause to be established and maintained, in accordance with generally accepted principles of accounting, an appropriate accounting system. ARTICLE IX. AMENDMENTS These Bylaws may be altered, amended or repealed by the affirmative vote of a majority of the Board of Directors of the Corporation, at any regular or special meeting, provided however, that no amendment to these Bylaws shall be effective until such amendment shall have been approved by the governing body of the Town of Marana, Arizona, in the manner provided in Article XII of the Articles of Incorporation of the Corpora- tion. 6 The foregoing Bylaws were adopted by resolution of the Board of Directors on March 7, 1989 and approved by Resolution No. 89-08 adopted by the governing body of the Town of Marana, Arizona on March 7, 1989. ATTEST: Secretary-Treasurer