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11/07/1983-4A-Minutes-RegularMinutes: Sanger Industrial Development Corporation November 7, 1983 Members Present: Members Absent: Others Present: Ralph JD Cole Benny Bridges Freddy Inman Danny Spindle Harvey W. Thomas Carolyn Adkins John Rubottom Lindon Carr Mary Jo Stover Lloyd Henderson Billy Barclay The Sanger Industrial Development Corporation called an organiza- tional meeting o.f.the Board of Directors named in the Articles of Incorporation of said Corporation, for the purpose of adopting Bylaws and Fee Schedule/Bond Procedures, electing officers, em- ployment of Financial Advisor, General Counsel and Bond Counsel, and for such other purposes to come before the meeting, in- cluding consideration of an Inducement Resolution for ,Tames W. Pierce and Ben L. Crenshaw. The first order of business was the election of officers with Mayor Ralph Cole presiding as acting president. Bridges made the motion to appoint Ralph Cole as President by acclamation. Stover second. Voted unan. Thomas made the motion to appoint Benny Bridges as Vice -President by acclamation. Spindle gave the second. Voted unan. Carr made the motion to appoint Lloyd Henderson as Secretary/ Treasurer. Stover gave the second. Voted unan. The second order of business was the fee schedule and bond pro- cedures relating to applications for financing of development projects. Motion was made by Carr to assess a processing fee of $500.00 concurrently with the filing of an application, which is not refundable, whether the application is approved or not. Bridges gave the second. Voted unan. AZotion was made by Bridges that concurrently with the closing of any financing pursuant to an approved application, or at such other time as the issuer may approve, the applicant, from the proceeds of the obligations, shall pay to the issuer a closing fee in the amount of $1,000 for every Two and One -Half Million Dollars or part thereof. Thomas gave the second. Voted unan. Minutes: Sanger Industrial Development Corporation November 7, 1983 Motion was made by Bridges to adopt the Certificate of Resolution approving the fee schedule and bond procedures relating to Appli- cation for financing of Development Projects in full. Carr gave the second. Voted unan. Mr. John Rubottom with D4cCall, Parkhurst & Horton, explained to the Board of Directors the company's fees and the scope of their duties in connection with the issuance of bonds by a corporation. Board members had in hand a letter outlining the legal services and tasks the company would render if engaged. All payments for their services would be received from the applicant requesting financing. Motion was made by Thomas to approve T?cCall, Parkhurst & Horton as Bond Counsel for the Sanger Industrial Development Corporation. Bridges gave the second. Voted unan. Motion was made by Inman that McCall, Parkhurst & Horton also be appointed to serve as General Counsel to the Sanger Industrial Development Corporation. Bridges gave the second. Voted unan. The Board of Directors received their first application for financing from Mr. James W. Pierce and Mr. Ben Crenshaw who are in the process of acquiring the firm, Croney Manufacturing Co., Inc. in Sanger. The amount of financing applied for estimated cost of the project to be time the company employs 7 people. facility an additional 29 employees iness is to remain in Sanger at its 125000000 with the $1,249,000.00. At the present With the expansion of the would be added. The said bus - present location on Austin St. Motion was made by Stover to approve the Inducement Resolution from James W. Pierce. Carr gave the second. Voted unan. Motion was made by Bridges to adjourn the meeting. Inman gave the second. Voted unan. NIINUTES OF THE ORGANIZATION MEETING OF THE DIRECTORS OF SANGER INDUSTRIAL DEVELOPMENT CORPORATION The organization meeting of directors was held at 201 Bolivar Street, Sanger, Texas, on the 7th day of November, 1983, at 7:00 o'clock p.m. The following were present: Ralph B. Cole Benny Bridges Freddy Inman Danny Spindle Carolyn Adkins Harvey W. Thomas Lindon Carr Mary Jo Stover Lloyd Henderson Billy Barclay being all the directors of the Corporation, following absentees: Carolyn Adkins Mr. and Mr. Cole except the was appointed President of the meeting was appointed Secretary. The President announced that officers of the Corpora- tion should be elected to serve until the annual meeting of the Board of Directors of the Corporation in 1984 . The following were unanimously elected officers of the Corporation: Ralph B. Cole , Benny Bridges , Lloyd Henderson , President Vice President Secretary -Treasurer. The Secretary then presented and read to the meeting a copy of the Articles of Incorporation and reported that on May 25, 1983, the original thereof was filed in the Office off. the Secretary of State of the State of Texas, and that the Secretary of State issued a formal Certificate of Incorporation to the Corporation on that date. The Secre- tary presented the Certificate of Incorporation annexed to an approved duplicate of the Articles of Incorporation as filed and it was ordered appended to the minutes of the meeting. The Secretary then presented a proposed form of Bylaws prepared by counsel to the Corporation. The proposed Bylaws were read to the meeting, considered, and upon motion duly made, seconded, and carried, were adopted as and for the Bylaws of the Corporation and ordered appended to the minutes of the meeting. The President then stated that the purpose of organiz- ing the Corporation was to benefit and accomplish public purposes of, and on behalf of, the City of Sanger, Texas as provided in the Development Corporation Act of 1979, as amended, and the Articles of Incorporation of the Cor- poration. - It was pointed out that to carry out the Corporation's purposes it will be necessary for the Corporation to engage the services of a Financial Advisor, General Counsel and Bond Counsel. Upon motion duly made, seconded, and carried, it was resolved that the President of the Corporation be authorized to engage the services of Rauscher Pierce Refsnes, Inc., as Financial'Advisor, as General Counsel, and McCall, Parkhurst & Horton, as Bond Counsel, The President then declared the meeting open for consideration of such other business as might come before the Board. There being no further business, it was duly moved, seconded, and unanimously carried, that the meeting adjourn. ADOPTED 1 983 . ATTEST: AND APPROVED this the 7th day of November ,