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HomeMy WebLinkAboutOrdinances Book 15, Page 103, No Resolution Number103 A RESOLUTION AUTHORIZING AND DIRECTING ROBERT C. CHERRY, A. B. FENDLEY, C. WINSTON GHOLSON, JOHN W. HORNSBY, ALBERT KARNES AND R. L. BROCKMAN TO FORM A PUBLIC CORPORATION UNDER CHAPTER 273 OF KENTUCKY REVISED STATUTES FOR THE PURPOSE OF ACTING AS A HOLDING COMPANY FOR THE CITY OF PADUCAH, KENTUCKY; PRESCRIBING THE NAME OF SUCH CORPORATION AND SETTING FORTH THE TERMS AND CONDITIONS OF ITS ARTICLES OF INCORPORATION. WHEREAS the City of Paducah, Kentucky, has contracted for the construction of a new city hall, and the construction of same is now in progress; and WHEREAS the cost of such construction is to be paid by (a) funds of the city now available and to be available, and (b) a grant of $579,500.00 from Housing and Home Finance Agency of the United States under the Accelerated Public Works Program, said grant being for such project known as Project No. APW-KY-44G, City Hall Building, Paducah, Kentucky; and WHEREAS the total funds now available to the City, including said grant, are not sufficient to pay the entire cost of such construction; and WHEREAS it is necessary that additional funds for such con- struction and expenses incidental thereto be obtained by the City; and WHEREAS it is deemed desirable and advantageous in the securing of such additional funds that a public corporation be formed under Chapter 273 of Kentucky Revised Statutes to act as a holding company r ' for the City NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF CODU4ISSIONERS OF THE CITY OF PADUCAH, KENTUCKY: SECTION 1. That it deemed desirable and advantageous to the City of Paducah, Kentucky, that a public corporation be formed under Chapter 273 of Kentucky Revised Statutes to act as a holding company for the City. SECTION 2. That Robert C. Cherry, A. B. Fendley, C. Winston Gholson, John W. Hornsby, Albert Karnes and R. L. Brockman be, and they are hereby, authorized and directed to form a public corporation under Chapter 273 of Kentucky Revised Statutes to act as a holding company for the City of Paducah, Kentucky. SECTION 3. That the name of the public corporation referred to in Section 2 hereof be "City of Paducah Public Improvement Corporation", and that its articles of incorporation be in words and figures as follows: 104 "ARTICLES OF INCORPORATION of CITY OF PADUCAH PUBLIC IMPROVEMENT CORPORATION "KNOW ALL 14EN BY THESE PRESENTS: "That we, Robert C. Cherry, A. B. Fendley, C. Winston Gholson, John W. Hornsby, Albert Karnes and R. L. Brockman, all of Paducah, Kentucky, do declare that we hereby associate ourselves to form a corporation for charitable and public purposes pursuant to the provi- sions of KRS 273.010, et seq., as follows: "(1) The name of the corporation shall be 'CITY OF PADUCAH PUBLIC IMPROVEMENT CORPORATION.' "(2) The purposes of the corporation are to promote the municipal interests of the City of Paducah, McCracken County, Ken- tucky, to finance the acquisition of public improvements, and more particularly, to cooperate with the said City and its Board of Com- missioners in the financing by this corporation of a City Building to accommodate the governmental and other related public affairs of said City. In carrying out its said corporate purposes, the corporation shall have power to contract and be contracted with, to sue and be sued, to acquire, own, hold, and use real and personal property by purchase, lease, gift, or in any other manner whatsoever, with power to deal with any and all such property in any manner consistent with the said purposes of the corporation, specifically including, but not by way of limitation, the power to sell and dispose of the same, to mortgage, lease, or otherwise encumber the same or to dispose of the same by gift in the event such disposition will not violate the terms and conditions of any grant pursuant to which such property is received by the corporation. The corporation shall have power to make contracts, to borrow money, to incur indebtedness, to issue its notes or bonds in evidence of the same, and to hypothecate any or all of -its property as security for the same in any manner consistent with the said purposes of its incorporation. It shall also have all the general powers of private corporations, as set forth in KRS 271,125,.to which reference is hereby made. "(3) The corporation is organized solely for charitable and public purposes and no private pecuniary profit shall at any time be derived by any officers, members or directors of the corporation. The corporation shall not engage in propaganda or in any manner attempt to influence legislation. In the event the corporation is dissolved, all of its properties (after provision has first been made for the pay- ment of any indebtedness and expenses) shall become the property of 105 the City of Paducah, Kentucky,automatically and without any necessity for formal conveyances. "(4) The duration of the corporation shall be perpetual. "(5) The registered office of the corporation in Kentucky shall be the office of the Mayor of the City of Paducah, in McCracken County, Kentucky, the present street address being, as follows: City Hall, Paducah, Kentucky. "The resident agent of the corporation shall be the holder from time to time of the public office of Corporation Counsel of and for the City of Paducah, Kentucky, the present incumbent and present resident agent of the corporation being H. Warren Middleton, whose residence address is 717 Jefferson Street, Paducah, Kentucky, and whose present business address in his capacity as Corporation Counsel is Taylor Building, P. 0. Box 984, Paducah, Kentucky. "(6) The corporation shall have no capital stock. The in- corporators are the present Mayor and Members of the Board of Commis- sioners, and the City Manager, of Paducah, Kentucky, and they shall be the original members and Directors and shall serve as the corpora- tion's first Board of Directors; and each shall continue to be a member and Director during his tenure in such public office and until qualification of his duly elected or appointed successor in such public office, at which time he shall automatically cease to be a member and Director of the corporation and shall be succeeded auto- matically by such successor in such public office, without necessity for resignation of the one or election or appointment of the other; provided, however, that unless the Board of Directors shall make ex- press provision to the contrary by Resolution, motion, or other corpor- ate action which is made to appear in the official Minute Book of the corporation, the signature or any authorized facsimile of the signat- ure of any member, director or officer of the corporation appearing upon any contract, note, bond, mortgage, certificate or other document of the corporation shall remain valid, binding and effective for all purposes, notwithstanding the fact that at the delivery or other in- tended effective date thereof such member, Director or officer shall have ceased to be a member and Director, or shall have ceased to hold such office of the corporation. "It is the intent of these Articles that this corporation shall be a legal corporate entity in its own right, separate and apart from the City of Paducah, Kentucky, and from the Board of Commissioners of said City, but nevertheless at all times comprised of the same persons who from time to time hold the offices hereinbefore desig- 106 nated. The undertakings, promises, commitments, notes, bonds mort- gages, conveyances and contracts of this corporation shall not in any manner or to any extent be deemed or construed to be binding upon the City of Paducah, Kentucky, or upon the Board of Commissioners thereof, notwithstanding such identity of persons, and notwithstanding that it is the purpose of this corporation to serve as an agency and instrumentality of said City and Board of Commissioners, and to serve and promote the same public interests and accomplish the same public objectives. "In the event any future incumbent of any office so designated shall fail or refuse to accept membership on the Board of Directors of the corporation, the Board of Commissioners of said City shall fill the vacancy occasioned thereby through appointment of a citizen and resident of the City of Paducah, Kentucky, noting said appointment upon the official records of said Board of Commissioners; and upon acceptance of such appointment, such person shall become and be a member and Director of the corporation for the term of office of the officer so failing or refusing to accept, but nevertheless to be succeeded automatically by the successor to such officer, when elected or appointed. "(7) The corporation shall commence business immediately upon the recording of these Articles of Incorporation in the office of the Secretary of State of Kentucky, and in the office of the Clerk of the County Court of McCracken County, Kentucky, and upon the issu- ance by the Secretary of State of a Certificate of Incorporation. The duration of the corporation shall be perpetual, or until dissolved by voluntary act of the members and Directors in such manner as may be prescribed by law,' "(8) The private property of the incorporators, members and Directors shall not be subject to or in any way liable for any debt or contract of the corporation or any judgment against the corporation. "(9) The President of the corporation shall be that member of the Board of Directors who its Mayor of the City of Paducah; the Secretary shall be the incumbent City Clerk of said City; the Treas- urer shall be the incumbent City Treasurer (who shall give bond for the faithful performance of his duties); and the attorney for the corporation shall be the incumbent Corporation Counsel of said City. If any such officer shall refuse to serve the corporation as herein provided, the Board of Directors shall make note of such refusal in its minutes, and shall choose another individual to serve in his or her place. Except in the case of the President, such individual need 107 not be a member of the Board of Directors. The corporation shall have SECTION L. This resolution shall be in full force and effect from and after its adoption. Mayor Passed by the Board of Commissioners July 23, 1963 Recorded by Sarah Thurman, City Clerk, July 23, 1963• i. such other officers as the Board of Directors may from time to time determine. All officers shall have such powers and duties as may be prescribed from time to time by the Board of Directors. The Board of Directors shall have power to make by -Laws and to alter the same at will, and to adopt a corporate seal. "(10) The names and residence addresses of the original members and Directors are, as follows (all in Paducah, Kentucky): Name Address Robert C. Cherry 201 Hilldale Road, Paducah, Kentucky A. B. Fendley 3901 Blandville Road, Paducah, Kentucky C. Winston Oholson 3470 Buckner Lane, Paducah, Kentucky John 11. Hornsby 840 North 26th Street, Paducah, Kentucky Albert Karnes $00 North 21st Street, Paducah, Kentucky R. L. Brockman Ellis Apartments, Paducah, Kentucky "IN TESTIMONY WHEREOF, witness our signatures this day of 1963. " SECTION L. This resolution shall be in full force and effect from and after its adoption. Mayor Passed by the Board of Commissioners July 23, 1963 Recorded by Sarah Thurman, City Clerk, July 23, 1963• i.