[1]
Editor's note—Section 1 of Ordinance 4354 adopted the findings and preamble as part of the ordinance, but they have not been set out herein. Neither are the bylaws, as adopted by reference in § 2-60, or the articles of incorporation, adopted in § 2-52, set out. The text of the ordinance, articles and bylaws is available for viewing in the office of the city secretary. The names of actual persons in §§ 2-52 and 2-53 have also been deleted.
This council hereby finds and determines that it is to the best interest of the city and its inhabitants that a nonprofit corporation, to be named the "Metropolitan Higher Education Authority, Inc." (the "authority"), be ordered created under the Act [Section 53.35(b), Texas Education Code] to act on behalf of the city as its duly constituted authority and instrumentality for the public purposes defined and with the powers conferred in the Act.
(Ordinance 4354, § 2, adopted 3/1/1984)
This council hereby orders that the authority be created under the Act with articles of incorporation (the "articles") in substantially the form attached hereto [but not included at length in the Code], and the council hereby designates and appoints three (3) persons to act on its behalf as the incorporators thereof. This council directs and authorizes said incorporators to file the articles with the secretary of state.
(Ordinance 4354, § 3, adopted 3/1/1984)
This council hereby appoints a registered agent for the authority and appoints ten (10) persons as the initial members of the board of directors of the authority, said persons to serve for the terms specified in the articles, subject to removal by this council for cause or at will as provided in the Act and in the articles.
(Ordinance 4354, § 4, adopted 3/1/1984)
As provided in the Act, the authority shall be a nonprofit corporation, and no part of its net earnings remaining after payment of its expenses, bonds or other obligations shall ever inure to the benefit of any individual, firm or corporation, except that in the event sufficient provision has been made for the full payment of the expenses, bonds and other obligations of the authority, then any net earnings of the authority thereafter accruing shall be paid to the city.
(Ordinance 4354, § 5, adopted 3/1/1984)
The city expressly reserves the right, exercisable at any time and in its sole discretion, to alter the structure, organization, programs or activities of the authority or to terminate and dissolve the authority, subject only to any limitations provided by the respective constitutions and laws of the State of Texas or of the United States prohibiting the impairment of contracts entered into by the authority.
(Ordinance 4354, § 6, adopted 3/1/1984)
The authority shall have no purposes and shall engage in no business or enterprise other than for the purposes provided in and authorized by the Act. Whenever the board of directors shall determine that the purposes for which the authority was formed have been substantially accomplished and that all bonds and other obligations theretofore issued or incurred by the authority have been fully paid or payment provided for, the members of the board of directors shall, upon receipt of the approval of this council, thereupon dissolve the authority in the manner provided by law, subject to the limitations provided in section 2-55 hereof applicable to dissolution directed by the council.
(Ordinance 4354, § 7, adopted 3/1/1984)
Whenever dissolution of the authority shall occur, whether instituted by this council or by the board of directors of the authority, the dissolution proceedings shall transfer the title to all funds and properties then owned by the authority to the city after satisfaction of all claims against the corporation has been made.
(Ordinance 4354, § 8, adopted 3/1/1984)
No bonds, notes or other obligations issued by the authority shall ever be or constitute a note, bond or other obligation of the city, and none of the same shall ever be payable from or secured by any funds or properties of the city and shall never be deemed to be or create an indebtedness or liability, or a special, general or moral obligation of the city, and any and all bonds, notes or other obligations issued by the authority shall contain a provision, condition or recital to that effect.
(Ordinance 4354, § 9, adopted 3/1/1984)
It is intended that the authority be a duly constituted authority and instrumentality acting on behalf of the city within the meaning of regulations of the Treasury Department and the revenue rulings of the Internal Revenue Service of the United States promulgated under Sections 103 and 115 of the Internal Revenue Code of 1954, as amended.
(Ordinance 4354, § 10, adopted 3/1/1984)
The bylaws of the authority, in the form and substance attached hereto [but not included at length herein], are approved, and the same shall not be amended, altered or repealed without the approval of this council.
(Ordinance 4354, § 11, adopted 3/1/1984)