ORDER NO. 30688 DISSOLUTION OF KERR COUNTY JUVENILE FACILITY CORPORATION Came to be heard this the 14th day of January, 2008, with a motion made by Commissioner Williams, seconded by Commissioner Oehler. The Court unanimously approved by vote of 3-0-0 to: Approve filing Secretary of State report and dissolving the Kerr County Juvenile Facility Corporation. 30~~~ I'a~° COMMISSIONERS' COURT AGENDA REQUEST PLEASE FURNISH ONE ORIGINAL AND TEN (10) COPIES OF THIS REQUEST AND DOCUMENTS TO BE REVIEWED BY THE COURT MADE BY: Rex Emerson MEETING DATE: January 14, 2008 OFFICE: Cty. Atty. TIME PREFERRED: SUBJECT: Consider, discuss, and take appropriate action to file Secretary of Sate report and dissolve "Kerr County Juvenile Facility Corporation." EXECUTIVE SESSION REQUESTED: (PLEASE STATE REASON) NAME OF PERSON ADDRESSING THE COURT: ESTIMATED LENGTH OF PRESENTATION: IF PERSONNEL MATTER -NAME OF EMPLOYEE: Time for submitting this request for Court to assure that the matter is posted in accordance with Title 5, Chapter 551 and 552, Government Code, is as follows: Meeting scheduled for Mondays: THIS REQUEST RECEIVED BY: THIS RQUEST RECEIVED ON: 5:00 PM previous Tuesday @ .M. All Agenda Requests will be screened by the County Judge's Office to determine if adequate information has been prepared for the Court's formal consideration and action at time of Court Meetings. Your cooperation will be appreciated and contribute towards your request being addressed at the earliest opportunity. See Agenda Request Rules Adopted by Commissioners' Court. RESOLUTION TO DISSOLVE THE KERR C~NXY~ ~~ JUVENILE FACILITY CORPORATION WHEREAS, The Kerr County Juvenile Facility Corporation was organized to assist the County in financing, refinancing, or providing juvenile detention facilities for the County, WHEREAS, the County in cooperation with multiple lendors refinanced and assumed the juvenile facility debt in 2005, WHEREAS, the County ceased all long term juvenile operations in 2005, WHEREAS, the County has assumed all operational and financial responsibility for the juvenile facilities, WHEREAS, the Kerr County commissioners court on January 14, 2008 found that there is no foreseeable need for the Corporation and that it is in the public interest to dissolve same, IT IS HEREBY RESOLVED THA"t THE KERR COUNTY JUVENILE FACILITY CORPORATION ARTICLES OF DISSOLUTION ARE ADOPTED AND THAT THE COUNTY ATTORNEY IS AUTHORIZED TO FILE THE ARTICLES OF DISSOLUTION WITH THE OFFICE OF SECRETARY OF STATE. Judge Stephen Ables /~~ y`'~- Judge Karl Prohl Judge Fred enneke ~30 ~ g Date .3/ D Dat 2 ~ ~ Date Office of the Secretary of State Corporations Section P.O. Box 13697 Austin, Texas 78711-3697 ARTICLES OF DISSOLUTION NON-PROFIT CORPORATION Pursuant to the provisions of article 6.05 of the Texas Non-Profit Corporation Act, the undersigned corporation adopts the following articles of dissolution. 1. The name of the corporation is Kerr Oounty Juvenile Facility Corporation 2. The file number of the corporation is 145112401 3. A resolution to dissolve was adopted in the following manner: (Check the applicable statement below.) A. A resolution to dissolve was adopted at a meeting of members held on at which a quorum was present, and the resolution to dissolve received at least two-thirds of the votes which members present or represented by proxy at such meeting were entitled to cast. B. A resolution to dissolve was adopted by consent in writing by all members entitled to vote with respect thereto. C. A resolution to dissolve was adopted at a meeting of directors held on ,and received the votes of a majority of the directors in office, there being no members having voting rights in respect thereof. Check either A or B in items 4, 5, and 6 below: 4. ~ A. All debts, obligations and liabilities of the corporation have been paid and discharged or adequate provision has been made therefor. or ~ B. The corporation's property and assets were not sufficient to satisfy and discharge all its liabilities and obligations. All the property and assets have been applied so far as they would go to the payment thereof in a just and equitable manner and no property or assets remain available for distribution among its members. 5. ~ A. All remaining property and assets of the corporation have been transferred, conveyed or distributed in accordance with the provisions of the Texas Non- Profit Corporation Act. or ~ B. The assets of the corporation were received and held subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution. A plan of distribution has been adopted as provided by the Texas Non-Profit Corporation Act for the distribution of such assets, and the distribution has been effected in accordance with such plan. 6. ^ A. There are no suits pending against the corporation in any court. Or ^ B. Adequate provision has been made for the satisfaction of any judgment, order or decree which may be entered against it in any pending suit. An Authorized Officer INSTRUCTIONS 1. The documents must be signed by an authorized officer of the corporation. Prior to si~nin~, please read the statements on this form carefully. A person commits an offense under the Texas Non-Profit Corporation Act if the person suns a document the person knows is false in any material respect with the intent that the document be delivered to the secretary of state for filing. The offense is a Class A misdemeanor. 2. The filing fee is $5.00. Please submit a check or money order made payable to the secretary of state. The check or money order must be payable through a U.S. bank or other financial institution. 3. Send two copies of the form together with the filing fee to the address shown in the heading of this form. The delivery address is James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701. We will place one document on record and, if a duplicate copy has been provided for sue/t purpose, return afile-stamped copy to the submitter. Contact the secretary of state by telephone at (512) 463-5555, by dialing 7-1-1 for relay services, or by fax at (512) 463-5709. 4. Under article 10.07 of the Texas Non-Profit Corporation Act, anon-profit corporation may choose to make the filing of certain documents effective as of a date within 90 days of the date of submission. This can be accomplished either by stating a future date or describing a future event within the document submitted for filing. Please refer to article 10.07 of the Texas Non-Profit Corporation Act for the specific requirements necessary for filing documents with a future effective date. 5. The foregoing form promulgated by the secretary of state is designed to meet minimum statutory filing requirements and no warranty is made regarding the suitability of this form for any particular purpose. This form and the information provided are not substitutes for the advice of an attorney and it is recommended that the services of an attorney be obtained before preparation of the articles of dissolution. Form No. 603 Revised 09/05 Corporations Section P.O.Box 13697 Austin, Texas 78711-3697 Office of the Secretary of State Packing Slip Kerr County Attorney's Office Kerr County Courthouse, Suite BA 103 700 Main St. Kerrville, TX 78028- 5385 Batch Number: 20531138 Batch Date: 02-26-2008 Client ID: 21983407 Return Method: Mail Phone No: 8307922220 - Phil Wilson Secretary of State February 28, 2008 Page 1 of 1 Document Page Number Document Detail Filing Number /Name Count Fee 205311380002 Articles of Dissolution "KERB COUNTY 0 $5.00 JUVENILE FACILITY CORPORATION" Total Document Fees $5.00 Payment Type Payment Status Payment Reference Amount Check Received 018011 $5.00 Total Payments Received $5.00 Total Amount Charged to Client Account $0.00 Total Amount Credited to Client Account $0.00 Note: This is not a bill. Please do not send any payments until the monthly statement is received. Any amount credited to Client Account may be refunded upon request. Refunds (if applicable) will be processed within 10 business days. Acknowledgement of Filing Document(s) (if present) is attached. User ID: CDAVIE Come visit us on the Internet @ http://www.sos.state.tx.us/ Phone:(512) 463-5555 FAX (512) 463-5709 Dial: 7-1-1 for Relay Services __ Corporations Section P.O.Box 13697 Austin, Texas 78711-3697 Office of the Secretary of State February 28, 2008 Kerr County Attorney's Office Kerr County Courthouse, Suite BA103, 700 Main St. Kerrville, TX 78028 USA RE: "KERB COUNTY JUVENILE FACILITY CORPORATION" File Number: 145112401 Phil Wilson Secretary of State It has been our pleasure to file the articles of dissolution for the referenced entity. Enclosed is the certificate evidencing filing. Payment of the filing fee is acknowledged by this letter. If we may be of further service at any time, please let us know. Sincerely, Corporations Section Statutory Filings Division (512) 463-5555 Enclosure Come visit us on the Internet at http.•//www.sos.state.tx.us/ Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services Prepared by: Clarissa Davie TID: 10088 Document: 2053 1 1 3 80002 Corporations Section T E O P.O.Box 13697 ~~P F ~ Austin, Texas 78711-3697 ~ y~ x ~ ~ Office of the Secretary of State CERTIFICATE OF DISSOLUTION OF "KERB COUNTY JUVENILE FACILITY CORPORATION" 145112401 Phil Wilson Secretary of State The undersigned, as Secretary of State of Texas, hereby certifies that the Articles of Dissolution for the above named entity have been received in this office and have been found to conform to law. ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the Secretary of State by law, hereby issues this Certificate of Dissolution. Dated: 02/26/2008 Effective: 02/26/2008 ~~ ~ ~~ ~~ ~ ~ {~ Phil Wilson Secretary of State Come visit us on the Internet at http://www.sos.state.tx.us/ Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services Prepared by: Clarissa Davie TID: 10089 Document: 2053 1 1 3 80002 RESOLUTION TO DISSOLVE THE KERR COUNTY JUVENILE FACILITY CORPORATION WHEREAS, The Kerr County Juvenile Facility Corporation was organized to assist the County in financing, refinancing, or providing juvenile detention facilities for the County, WHEREAS, the County in cooperation with multiple lendors refinanced and assumed the juvenile facility debt in 2005, WHEREAS, the County ceased all long term juvenile operations in 2005, WHEREAS, the County has assumed all operational and financial responsibility for the juvenile facilities, WHEREAS, the Kerr County commissioners court on January 14, 2008 found that there is no foreseeable need for the Corporation and that it is in the public interest to dissolve same, IT IS HEREBY RESOLVED THAT THE KERR COUNTY JUVENILE FACILITY CORPORATION ARTICLES OF DISSOLUTION ARE ADOPTED AND THAT THE COUNTY ATTORNEY IS AUTHORIZED TO FILE THE ARTICLES OF DISSOLUTION WITH THE OFFICE OF SECRETARY OF STATE. ~30 ~ g Judge Stephen Ables Date iG~--~ .3i o ~ Judge Karl Prohl Dat Z c3 Judge Fred enneke Date Office of the Secretar3~ of State ~,~,~ Corporations Section Y~ fih~u~~ ~ of T~~ta~ P.O. Box 13697 ~ret~~ Austin, Texas 78711-3697 ~E~ ~ 6 ~~~~ ® yeti®~s ~i® A ARTICLES OF DISSOLUTION NON-PROFIT CORPORATION Pursuant to the provisions of article 6.05 of the Texas Non-Profit Corporation Act, the undersigned corporation adopts the following articles of dissolution. 1. The name of the corporation is Kerr County Juvenile Facility Corporation 2. 3. The file number of the corporation is 145112401 A resolution to dissolve was adopted in the following manner: (Check the applicable statement below.) A. A resolution to dissolve was adopted at a meeting of members held on at which a quorum was present, and the resolution to dissolve received at least two-thirds of the votes which members present or represented by proxy at such meeting were entitled to cast. B. A resolution to dissolve was adopted by consent in writing by all members entitled to vote with respect thereto. C. A resolution to dissolve was adopted at a meeting of directors held on ,and received the votes of a majority of the directors in office, there being. no members having voting rights in respect thereof. Check either A or B in items 4, 5, and 6 below: 4. ®A. All debts, obligations and liabilities of the corporation have been paid and discharged or adequate provision has been made therefor. or ~ B. The corporation's property and assets were not sufficient to satisfy and discharge all its liabilities and obligations. All the property and assets have been applied so far as they would go to the payment thereof in a just and equitable manner and no property or assets remain available for distribution among its members. 5. ~ A. All remaining property and assets of the corporation have been transferred, conveyed or distributed in accordance with the provisions of the Texas Non- Profit Corporation Act. or ~ B. The assets of the corporation were received and held subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution. A plan of distribution has been adopted as provided by the Texas Non-Profit Corporation Act for the distribution of such assets, and the distribution has been effected in accordance with such plan. 6. ®A. There are no suits pending against the corporation in any court. Or ^ B. Adequate provision has been made for the satisfaction of an judgment, order or decree which may be entered against it in any pendin ui . An Authorized Officer INSTRUCTIONS 1. The documents must be signed by an authorized officer of the corporation. Prior to signing, please read the statements on this form carefully. A person commits an offense under the Texas Non-Profit Corporation Act if the person suns a document the person knows is false in any material i-espect with the intent that the document be delivered to the secretary of state for filing. The offense is a Class A misdemeanor. 2. The filing fee is $5.00. Please submit a check or money order made payable to the secretary of state. The check or money order must be payable through a U.S. bank or other financial institution. 3. Send two copies of the form together with the filing fee to the address shown in the heading of this form. The delivery address is James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701. We will place one document on record and, if a duplicate copy /ias been provided for such purpose, return afile-stamped copy to the submitter. Contact the secretary of state by telephone at (512) 463-5555, by dialing 7-1-1 for relay services, or by fax at (512) 463-5709. `° 4. Under article 10.07 of the Texas Non-Profit Corporation Act, anon-profit corporation may choose to make the filing of certain documents effective as of a date within 90 days of the date of submission. This can be accomplished either by stating a future date or describing a future event within the document submitted for filing. Please refer to article 10.07 of the Texas Non-Profit Corporation Act for the specific requirements necessary for filing documents with a future effective date. 5. The foregoing form promulgated by the secretary of state is designed to meet minimum statutory filing requirements and no warranty is made regarding the suitability of this form for any particular purpose. This form and the information provided are not substitutes for the advice of an attorney and it is recommended that the services of an attorney be obtained before preparation of the articles of dissolution. Form No. 603 Revised 09/05