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4B Certificate of Incorporation Westlake Development Corporation with Articles of IncroporationDAE -CH ofqlexas (ecretarti of ,State CERTIFICATE OF INCORPORATION OF WESTLAKE DEVELOPMENT CORPORATION, INC. CHARTER NUMBER 01362443 THE UNDERSIGNED, AS SECRETARY OF STATE OF THE STATE OF TEXAS, HEREBY CERTIFIES THAT THE ATTACHED ARTICLES OF INCORPORATION FOR THE ABOVE NAMED CORPORATION HAVE BEEN RECEIVED IN THIS OFFICE AND ARE FOUND TO CONFORM TO LAW. ACCORDINGLY, THE UNDERSIGNED' AS SECRETARY OF STATE, AND BY VIRTUE OF THE AUTHORITY VESTED IN THE SECRETARY BY LAW, HEREBY ISSUES THIS CERTIFICATE OF INCORPORATION. ISSUANCE OF THIS CERTIFICATE OF INCORPORATION DOES NOT AUTHORIZE THE JSE OF A CORPORATE NAME IN THIS STATE IN VIOLATION OF THE RIGHTS OF AWI-HER UNDER THE FEDERAL TRADEMARK ACT OF 1946, THE TEXAS TRADEMARK LAW, THE ASSUMED BUSINESS OR PROFESSIONAL NAME ACT OR THE COMMON LAW. DATED JULY 7, 195 EFFECTIVE JULY 7, 1995 Antonio 0. Garza. Jr., Secretary of State ARTICLES OF INCORPORATION OF 7 995 WESTLARE DEVELOPMENT CORPORATION, INC. FILED In the Office of the Secretary of State of Texas JUL Q 1 Corporations Section The undersigned natural person, acting as incorporator of a public instrumentality and non-profit industrial development corporation (the "Corporation") under the Development Corporation Act of 1979, as amended (the "Act"), with the approval of the Board of Aldermen (the "Alderman") of the Town of Westlake, Texas (the "Town"), does hereby adopt the following Articles of Incorporation for the corporation. ARTICLE I The name of the Corporation is "Westlake Development Corporation, Inc." ARTICLE II The Corporation is a non-profit industrial corporation under the Act and is governed by Section 4B of the Act. ARTICLE III Subject to the provisions of Article XI of these Articles, the period of duration of the Corporation is perpetual. ARTICLE IV (a) The purpose of the Corporation is to promote economic development within the City and State of Texas in order to eliminate unemployment and underemployment, and to promote and encourage employment and the public welfare of, for, and on behalf of the Town by developing, implementing, financing, and providing one or more projects for any of the following purposes: professional and amateur sports and athletics, tourist, entertainment, convention and public park purposes, including but not limited to, stadiums, ball parks, auditoriums, amphitheaters, concert halls, parks and park facilities, municipal buildings, museums, exhibition facilities, and related equipment and facilities, utilities, roads, and any other related facilities as defined and permitted under Section 4B of the Act. (b) In the fulfillment of its corporate purpose, the Corporation shall have the power to provide financing to pay the costs of the project through the issuance or execution of bonds, notes, and other forms of debt instruments in accordance with the provisions of the Act, and to acquire, maintain, and lease and sell property, and interests therein, all to be done and accomplished on behalf of the City and for its benefit and to accomplish its public and governmental purposes as its duly constituted authority and public instrumentality pursuant to the Act and under, and within the meaning of, the Internal Revenue Code of 1986, as amended, and the applicable regulations of the United States Treasury Department and the rulings of the Internal Revenue Service of the United States prescribed and promulgated thereunder. (c) In the fulfillment of its corporate purposes, the Corporation shall have and may exercise the powers prescribed in paragraph (b) of this Article, together with all of the other powers granted to corporations that are incorporated under the Act and that are governed by Section 4B thereof, and, to the extent not in conflict with the Act, the Corporation shall additionally have and may exercise all of the rights, powers, privileges, authorities, and functions given by the general laws of the State of Texas to nonprofit corporations under the Texas Non -Profit Corporation Act, as amended, Article 1396-101, et seq., Tex. Rev. Civ. Stat. Ann., as amended. (d) The Coiporation shall have the purposes and powers permitted by the Act pursuant to the authority granted in Article III, Section 52—a of the Texas Constitution, but the Corporation does not have, and shall not exercise the powers of sovereignty of the Town, including the power to tax (except for the power to receive and use the sales and use taxes specified in Section 4B of the Act) and the police power, except that the Corporation shall have and may exercise the power of eminent domain when the exercise thereof is approved by the Board of Aldermen. However, for the purposes of the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practice and Remedies Code), the Corporation is a governmental unit and its actions are governmental functions. (e) No bonds, notes, or other debt instruments or other obligations, contracts, or agreements of the Corporation are or shall ever be deemed to be or constitute the contracts, agreements, bonds, notes, or other debt obligations, or lending of credit, or a grant of the public money or things of value, of, belonging to, or by the State of Texas, the Town, or any other political corporation, subdivision or agency of the State of Texas, or a pledge of the faith and credit of any of them. Any and all of such contracts, agreements, bonds, notes, and.other agreements shall be payable solely and exclusively from the revenues and funds received by the Corporation from the sources authorized by Section 4B of the Act and from such other sources as may be otherwise lawfully available and belonging to the Corporation from time to time. ARTICLE V The Corporation has no members and is a non -stock corporation. ARTICLE VI After having given the Board of Aldermen 30 days written notice, the Board of Directors of the Corporation may proceed to amend these Articles of Incorporation in the manner provided by the Act. The Board may not change the method of appointing and removing of members as provided herein nor the method of selection of the President of the Corporation as set out in the bylaws without the approval of the Board of Aldermen. ARTICLE VII The street address of the initial registered office of the Corporation is the Town Hall, 3 Village Circle, Suite 207, Westlake, Texas 76262, and the name of its initial registered agent at such address is Scott Bradley, Mayor. ARTICLE VIII The affairs of the Corporation shall be managed by a board of directors which shall be composed of seven (7) persons appointed by the Board of Aldermen, who are residents of the Town. Four (4) members of the board of directors Sha 11 be nenbers of the Board of Aldermen (the "Aldermen Class") and three (3) members shall be persons who -are not members of the Board of Aldermen and who are not employees of the Town (the "Non -Aldermen Class"). The names and addresses of the persons who are to serve as the initial directors of the respective classes and the dates of the expiration of their initial terms as directors, are as follows: DATE OF EXPIRATION NAMES ADDRESSES OF TERMCLASS Scott Bradley 2275 Precinct Line Rd. 1997 Aldermen Westlake, Tx. 76262 Howard Dudley 1650 West Dove Road 1997 Aldermen Westlake, Tx. 76262 - Fred Held 4105 Aspen Lane 1997 Aldermen Westlake, Tx. 76262 Carroll Huntress U.S. 377 North 1997 Aldermen P.O. Box 593 Westlake, Tx. 76262 Dale White 1480 West Dove Road 1997 Non -Aldermen Westlake, Tx. 76262 Roland Arthur 1755 West Dove Road 1997 Non -Aldermen Westlake, Tx. 76262 Abe Bush, Jr. 2220 Pearson Lane 1997 Non -Aldermen Westlake, Tx. 76262 Each director shall hold office for the term for which the director is appointed unless sooner removed or resigned. Each director, including the initial directors, shall be eligible for reappointment. Directors are removable by the Board of Aldermen at will and must be appointed for a term of two years. If a director of the Aldermen Class shall cease to be a member of the Board of Aldermen, such event shall constitute an automatic resignation as a director and such vacancy shall be filled in the same manner as for other vacancies of the same class. Any vacancy occurring on the board of directors through death, resignation or otherwise shall be filled by appointment by the Board of Aldermen to hold office until the expiration of the term of the retiring member. ARTICLE IX The name and street address of the incorporator is: Paul C. Isham 507 Crossland Blvd. Grand Prairie, Tx. 75052 or Town Attorney 3 Village Circle, Suite 207 Westlake, Tx. 76262 ARTICLE X The initial bylaws of the Corporation shall be adopted by the Co. ration's board of directors and shall, together with these Articles of Incorporation, govern internal affairs of the Corporation until and unless amended in accordance with this Article ARTICLE XI a) The Corporation shall not be dissolved, and its business shall not be terminated, by act of the Board of Aldermen or otherwise, so long as the Corporation shall be obligated to pay any bonds, notes, or other obligations and unless the collection of the sales and use tax authorized by Section 4B of the Act is eligible for termination in accordance with the provisions of Section 4B(i) of the Act. (b) No action shall be taken pursuant to paragraph (a) of this Article or pursuant to paragraph (b) of Article XII of these Articles, in any manner or at any time that would impair any contract, lease, right, or other obligation theretofore executed, granted, or incurred by the Corporation. ARTICLE XII (a) No dividends shall ever be paid by the Corporation and no part of its net earnings remaining after payment of its expenses and other obligations shall be distributed to or inure to the benefit of its directors or officers, or any individual, private firm, or private corporation or association, except in reasonable amounts for services rendered. (b) If, after the close of any fiscal year, the board of directors shall determine that sufficient provision has been made for the full payment of all current expenses, together with all amounts payable on the contracts, agreements, bonds, notes, and other obligations of the Corporation, and that all of the terms, provisions, and covenants therein have been met, than any net earnings derived from sources other than the sales and use taxes collected for the account of the Corporation pursuant to Section 4B of the Act may be paid to the City. All sales and use taxes collected for the account of the Corporation pursuant to Section 4B of the Act, and lease payments received in connection with projects financed pursuant to Section 4B of the Act shall be used solely for the purposes permitted by Section 4B of the Act and Article 4 (a) of these Articles. (c) If :the Corporation ever should be dissolved when it has, or is entitled to., any interest in any funds or property of any kind, real, personal, or.xed, such funds or property or rights thereto shall not be transferred to private ownership, but shall be transferred and delivered to the City after satisfaction or provision for satisfaction of all debts, claims, and contractual obligations, including any contractual obligations granting rights of purchase of property of the Corporation. fd) No part of the Corporation's activities shall consist of the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in any political campaign of or in opposition to any candidate for public office. ARTICLE XIII The Town has specifically authorized the Corporation by resolution to act on its behalf to further the public purposes stated in said resolution and in these Articles of Incorporation. The City by said resolution has approved these Articles of Incorporation, and has authorized the Town Attorney to proceed with the incoLporation of the Corporation. A copy of said resolution is on file among permanent public records of the Town and the Corporation. . Isham, Incorporator THE STATE OF TEXAS COUNTY OF DALLAS I, the undersigned, a Notary Public of the State of Texas, do hereby certify that on this 5th day of July, 1995, personally appeared before me PAUL C. ISHAM, Town Attorney for the Town of Westlake, Texas, who, after being duly sworn by me, severally declared that he is the person who signed the foregoing document as incorporator, and that the statements therein contained are true and correct, and that he is authorized to incorporate said Corporation by the Town of Westlake. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written. JANIE ORMSSY NOTARY PUBLIC State of Texas Comm. Exp. 11-07-96 Not Public i and for the ate of Texas