TC Res. No. 1990-370 +
CERTIFIED RECORD
OF
PROCEEDINGS OF THE TOWN-COUNCIL OF
THE TOWN OF AVON. COLORADO.
RELATING TO A RESOLUTION CONCERNING
APPROVAL OF THE ARTICLES OF INCORPORATION
OF EAGLEBEND AFFORDABLE HOIISING CORPORATION
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RESOLUTION NO. 90-37
A RESOLUTION CONCERNING APPROVAL OF
THE ARTICLES OF INCORPORATION OF
EAQLEBEND AFFORDABLE HOUSING CORPORATION
WHEREAS, the Town Council (the "Council") of the Town
of Avon, Colorado (the "Town"), desires to approve the
creation, pursuant to the Colorado Nonprofit Corporation Act,
Article 20 through 29 of Title 7, Colorado Revised Statutes,
as amended (the "Act"), of a nonprofit corporation designated
as the Eaglebend Affordable Housing Corporation (the
"Corporation"), for the purposes of financing and constructing
certain facilities within the Town.
NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF
THE TOWN OF AVON, COLORADO:
1. The Council hereby determines that it is in the
best interests of the Town to create a nonprofit corporation
for the purpose of constructing, acquiring, equipping, owning
and operating housing facilities for persons or families of
low or moderate income. The form of proposed articles of
incorporation (the "Articles") have been submitted to the
Council on or prior to the date hereof. The form of such
Articles, with such revisions thereto as are appropriate to
effectuate the provisions of this Resolution, are hereby
approved.
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2. Such Articles shall be prepared and filed in.
accordance with the Act and shall specify that the Corporation
is a nonprofit corporation created under the Act. The
Articles shall provide that income of the Corporation will not
inure to any private person.
4. The Corporation shall have perpetual existence
and shall be organized for the purpose of the financing and
construction of housing facilities for rental to individuals
or families of low or moderate income, on behalf of and for
the benefit of the Town and its inhabitants, and for any other
lawful purposes.
6. The Corporation shall have all powers prescribed
under the Act, unless otherwise limited by the Articles,
Bylaws or Resolutions of the Corporation.
9. Any real property acquired by the Corporation or
any projects financed by the Corporation shall be located
within the Town or shall have a substantial connection with
the Town. Such limitation shall be contained in the.Articles.
10. Any bonds or other evidence of borrowing issued
by the Corporation shall be on behalf of the Town. The title
to any facilities financed by such borrowing shall vest in the
Town at or prior to the time such obligations are discharged,
and such limitation shall be contained in the Articles of
Incorporation of the Corporation.
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11. The officers of the Town are hereby authorized
and directed to take all action necessary and appropriate to
effectuate the provisions of this Resolution.
12. All actions not inconsistent with the provisions
of this Resolution heretofore taken by the Council or the
officers and employees of the Town, directed toward creation
of the Corporation are hereby ratified, approved and
confirmed.
13. All prior acts, orders or resolutions, or parts
thereof, by the Town in conflict with this Resolution are
hereby repealed, except that this repealer shall not be
construed to revive any act, order or resolution, or part
thereof, heretofore repealed.
14. If any section, paragraph, clause or provision
of this Resolution shall be adjudged to be invalid or
unenforceable, the invalidity or unenforceability of such
section, paragraph, clause or provision shall not affect any
of the remaining sections, paragraphs, clauses or provisions
of this Resolution, it being the intention that the various
parts hereof are severable.
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15. This Resolution shall take effect immediately
upon its passage.
RESOLUTION INTRODUCED,'READ BY TITLE, PASSED AND
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ADOPTED this 25th-day of September, 1990.
(PEAL)
TOWN OF AVON, COLORADO
ayor
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The motion to adopt the foregoing Resolution was duly
seconded by Council Member Davis , put to a vote
and carried upon the following vote:
Those voting YES:
Those voting NO:
David Garton
Albert Reynolds-
Mike Bennett
G1nria M Ro y
Jim oval 1
Jerry Davis
Thereupon the presiding officer declared the motion
carried and the Resolution duly passed And adopted.
After consideration of o- r business to come before
the Council, the meeting was a our ed.
(SEAL) Town Cle
Av , Colorado
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STATE OF COLORADO
COUNTY OF EAGLE ) ss.
TOWN OF AVON
I, Patricia Doyle, the duly appointed, qualified and
acting Town Clerk of the Town of Avon, Colorado, do hereby
certify that the foregoing constitutes a true and correct copy
of the Record of Proceedings of the Town Council of said town,
adopted at a regular meeting of the Council, held at the
regular meeting place of the Council in Avon, Colorado, on
Tuesday, the 25th day of September, 1990 commencing at the
hour of 7:30 p.m., as recorded in the official Record of
Proceedings of the Town kept in my office, insofar as said
proceedings relate to a Resolution concerning approval of the
articles of incorporation of Eaglebend Affordable Housing
Corporation; that said proceedings were duly had and taken;
that the meeting was duly held; and that'the persons were
present.at said meeting as ther shown.
WITNESS my hand and the al the Town of von,
Colorado, this 25th day of epte er_19
`Town Cler)V
(SEAL) (Avon, Colorado
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BONDS/AVON/nag
STATE OF COLORADO )
COUNTY OF EAGLE ) ss.
TOWN OF AVON )
The Town Council of the Town of Avon, Colorado, met
in regular session at the Town Hall in Avon, Colorado on
Tuesday, the 25th day of September, 1990, at the hour of
7:30 p.m.
The following members of the Council were present:
Mayor
Mayor Pro Tem
Council Member
Council Member
Council Member
Council Member
Council Member
Allan R. Nottingham
Gloria McRory
Mike Bennett
Jerry Davis
David Garton
Albert Reynolds, Sr.
Jim Stovall
The following members were absent:
None
The following persons were also present:
William D. James, Town Manager
John Minn., Tnwn A orney
Thereupon Council Member Patricia J. Doyle., Town Clerk
Pon GaftbftirsecDnded by Davis
introduced and moved the adoption of the following-Resolution,
which was read by title, copies thereof having been made
available to the Council and the public prior thereto:
ARTICLES OF INCORPORATION
OP
EAGLEBEND AFFORDABLE
HOUSING CORPORATION
The undersigned adult natural person, acting as
incorporator, hereby 'establishes a nonprofit corporation
pursuant to the Colorado Nonprofit Corporation Act and adopts
the following articles of incorporation:
FIRST: .Name. The name of, the corporation is
Eaglebend Affordable Housing Corporation.
SECOND: -~Dliration. The corporation shall have
perpetual existence.
THIRD: (a) imposes. Tho'corporation is organized
and shall be operated exclusively on behalf of and for the
benefit and in furtherance of the purposes of the Town of
Avon, Colorado, 4nd',the inhabitants thereof. All monies
realized.by,the corporation shall be used exclusively for the
operation, maintenance and development of property of the
corporation, including payment of obligations of the
corporation in, connection therewith, which property shall be
used to provide; decent, safe and sanitary housing at
affordable rental rates to individuals or families of low or
moderate income. Any such property shall be located within
the Town-of Avon, Colorado or have a substantial connection
therewith.
(b) Powers. In furtherance of the
foregoing purposes and objectives (but hot otherwise) and
subject to the restrictions set' forth in section (c) of this
article, the corporation .shall -have and may exercise, all of
the powers . now or. 'hereafter conferred- upon nonprofit
corporations organized-under the laws of Colorado and may do
everything necessary or convenient for the accomplishment of
any of the. corporate purposes, either alone or in connection
with other organizations, entities or individuals, and either
as principal or agent, subject to such limitations as are or
may be prescribed by law.
(c) Restriotions on POWe0.
(1) No part of the net earnings of the
corporation shall inure to the benefit of or be distributable
to any director or officer of the corporation, or any other
private person (except that reasonable compensation may be
paid for services rendered to or for the benefit of the
corporation affecting one or more of its purposes), and no
director or officer of the corporation, or any other
individual, shall be entitled to share in any distribution of
any of the corporate assets on dissolution of the corporation
or otherwise.
(2) No substantial part of the activities
of the corporation shall consist of carrying on propaganda or
otherwise attempting to influence legislation. The
corporation shall not participate or intervene in (including
the publishing or distribution of statements) any political
campaign on behalf of or in opposition to any candidate for
public office.
(3) All property of the corporation shall
be owned for the benefit of the Town of Avon, Colorado. Upon
dissolution of the corporation, all of the corporation,'s
assets remaining after payment of or provision for all of its
liabilities shall be paid over or transferred to the Town of
Avon, Colorado.
(4) The corporation at all times shall be
one not organized for profit.
FOURTH: Registered Office and Agent. The address
of the initial registered office of the corporation is P.O.
Box 975, 400 Benchmark Road, Avon, Colorado 81620. The name
of its initial registered agent at such address is Patricia
Doyle.
members.
FIFTH: Members. The corporation shall have no
SIXTH: (a) Board of flirpotors. The management of
the affairs of the corporation shall be vested, in a Board of
Directors, except as otherwise provided in the Colorado
Nonprofit Corporation Act, these articles of incorporation or
the bylaws of the corporation. The number of directors, their
classifications, if any, their terms of office and the manner
of their election or appointment shall be determined according
to the bylaws of the corporation from time to time in force.
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(b) Liability of DirsatorS. No director
shall be personally liable to the corporation for monetary
damages-fcr any breach of fiduciary duty as a director, except
that the foregoing shall not eliminate or limit such
director's liability to the corporation for monetary damages
for the following: (1) any breach of such director's duty of
loyalty to the corporation, (2) any of such director's acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (3) acts specified
in C.R.S. Section 7-24-111, as it now exists or hereafter may
be amended (regarding a director's assent to or participation
in the making of any loan by the corporation to any director
or officer of the corporation), or (4) any transaction from
which such director derived an improper personal benefit. If
the Colorado Nonprofit Corporation Act hereafter is amended to
authorize the further elimination or limitation of the
liability of directors, then the liability of a director of
the corporation, in addition to the limitation on personal
liability provided herein, shall be further eliminated or
limited to the fullest extent permitted by the Colorado
Nonprofit Corporation Act. Any repeal or modification of this
Article SIXTH (b) shall be prospective only and shall not
adversely affect any right or protection of a director of the
corporation existing at the time of such repeal or
modification.
(c) Initial Hoard. Three directors shall
constitute the initial Hoard of Directors. Their names and
addresses are as follows:
NB Address
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SEVENTH: Hpiaws. The initial bylaws of the
corporation shall be as adopted by the Board of Directors.
The Board of Directors shall have power to alter, amend or
repeal the bylaws from time to time in force and adopt new
bylaws. The bylaws of the corporation may contain any
provisions for the regulation or management of the affairs of
the corporation that are not inconsistent with law or these
articles of incorporation, as these articles may from time to
time be amended. However, no bylaw at any time in effect, and
no amendment to these articles, shall have the effect of
giving any director or officer of the corporation any
proprietary interest in the corporation's property or assets,
whether during the term of the corporation's existence or as
an incident to its dissolution.
EIGHTH: Incorporator. The name and address of the
incorporator is:
Dated:
- Incorporator
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ACKNOWLEDGMENT
STATE OF COLORADO )
ss.
COUNTY OF )
Acknowledged before me this day of
19 _ by as incorporator.
Witness my hand and official seal.
My commission expires
(SEAL)
Notary Public
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80HMS/AV0'6/AA2