Res 1997-023 - Laserfiche WebLink

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! I ¡ L. RESOLUTION 1997- 23R 37 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN MARCOS, TEXAS AUTHORIZING THE VOLUNTARY DISSOLUTION OF ELIM WATER COMPANY, INc.; DIRECTING THE MANNER BY WHICH SAID DISSOLUTION SHALL OCCUR; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the City of San Marcos, Texas ("the City") owns 140 shares of Elim Water Company, Inc. (the" Corporation") and said shares constitute 1 00% of all outstanding shares of the Corporation; WHEREAS, the City intends to dissolve the Corporation as expeditiously as possible and merge the Corporation water system with the City's municipal water system; WHEREAS, a vacancy exists on the Board of Directors of the Corporation and in the office of President and Secretary; WHEREAS., Article III.2 of the by-laws of the Corporation directs that the number of directors of the Corporation be one; WHEREAS, Article IV.l of the by-laws of the Corporation directs that the Board of Directors shall appoint a President and Secretary of the Corporation; WHEREAS, the election of a Director of the Board and the appoint.n1ent of a President and Secretary of the Corporation is necessary to oversee the winding down of the Corporation's affairs through dissolution; and WHEREAS, the City finds that good cause exists to request that the public notice requirements of Section l3.30l(a) of the Texas Water Code concerning the merger of the Corporation's water system \vith that of the City be waived because the Texas Natural Resource Conservation Commission ("Commission") has received prior notification of the stock tIansfer, there is general common knowledge of the transaction within the Corporation's service area, and the City must dissolve the Corporation as rapidly as possible because of Texas Constitutional restrictions on municipal private corporate stock ownership and the need to make water rates within the Corporation's service area consistent with the City's rates for other municipal customers; Now, therefore BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SAN lVIARCOS, TEXAS: Part 1. Selection of Board of Directors and Officers for Elim Water Companv Inc. a. The City, as sole shareholder of the Corporation, hereby elects the following individual to serve as the Director of the Board ofElim Water Company, Inc.: Larry D. Gilley b. That the Director of the Board appoint a President and a Secretary of the Corporation. c. That the Corporation cease to carry on its business, except insofar as may be necessary for the winding up of its affairs. Part 2. VoluntarY Dissolution ofElim Water Companv. Inc. a. That the City, as sole shareholder of the Corporation, hereby provides, through this resolution, its written consent to the voluntary dissolution of Elim Water Company, Inc. b. That the Director of the Board prepare a plan of liquidation for adoption by the shareholders, and that said plan include the following: (1) A complete listing of all assets and liabilities of the Corporation; (2)A method for applying and settling the liabilities and obligations of the Corporation; and (3)A method for distributing the remaining assets to the City. c. That the Director of the Board provide notice by registered or certified mail of the Corporation's intent to dissolve to all knO\vTI claimants against the Corporation.