One-rdg. X P. Hrngs.Pgs.Filed: 05-12-20

Sponsored by: Ollis

COUNCIL BILL 2020- RESOLUTION

A RESOLUTION

ADOPTING a Resolution approving changes in the Articles of Incorporation of the 1 Ozarks Transportation Organization regarding the distribution of assets 2 upon dissolution. 3

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WHEREAS, the City is a member of the Ozarks Transportation Organization 6 (“OTO”); and 7

8 WHEREAS, the OTO is amending its By-Laws regarding distribution of assets in 9

the event of dissolution; and 10 11

WHEREAS, the amendment requires approval by the member organizations; and 12 13

WHEREAS, this Resolution expresses the approval of the City Council of 14 Springfield, Missouri, of the proposed changes in the By-Laws of the Ozark 15 Transportation Organization. 16

17 NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF 18

SPRINGFIELD, MISSOURI, as follows, that: 19 20

Section 1 – City Council hereby approves the amendment to the By-Laws of the 21 Ozark Transportation Organization as set forth and incorporated herein by this 22 reference as “Exhibit A.” 23

24 Section 2 – The City Clerk is directed to execute “Exhibit A” and transmit a 25

certified copy to the OTO upon passage of this Resolution. 26 27

Section 3 – This Resolution shall be in effect immediately upon adoption. 28 29

Passed at meeting: 30 31 32 33

Mayor 34 35

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Attest: , City Clerk 36 37

Filed as Resolution 38 39 40

Approved as to form: , Assistant City Attorney 41 42 43

Approved for Council action: , City Manager 44

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EXPLANATION TO COUNCIL BILL 2020-

FILED: 05-12-20

ORIGINATING DEPARTMENT: Public Works

PURPOSE: Adopting a Resolution approving changes in the Articles of Incorporation of the Ozarks Transportation Organization regarding the distribution of assets upon dissolution.

BACKGROUND INFORMATION: The Ozarks Transportation Organization (“OTO”) is the transportation Metropolitan Planning Organization for the Springfield region. It includes local elected and appointed officials from Christian and Greene Counties, and the cities of Battlefield, Nixa, Ozark, Republic, Springfield, Strafford, and Willard. It also includes technical staffs from the Missouri Department of Transportation, Federal Highway Administration, Federal Transit Administration, and the Federal Aviation Administration. As a nonprofit corporation, the OTO is required to have Articles of Incorporation on file with the Missouri Secretary of State. Upon a recent review of the OTO Bylaws, it was determined that revisions were needed for the Articles of Incorporation as they relate to distribution of assets at such time that the OTO would become dissolved. The OTO Board of Directors approved this amendment which would provide for the distribution of assets to all dues paying members in proportion to the dues paid. In order to meet legal requirements to file these revised Articles of Incorporation with the State, each member agency is required to adopt a resolution approving this change.

Supports the following City Council Priorities:

• Fiscal Sustainability

REMARKS: Public Works recommends approval of this Council bill.

Submitted by:

________________________________ Martin Gugel, Assistant Director of Public Works

Recommended by: Approved by:

________________________________ ______________________________ Dan Smith, Director of Public Works Jason Gage, City Manager

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095

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SPRINGFIELD, MISSOURI

Adopted at a Regular Meeting on May 18, 2020

At a regularly scheduled meeting of the City Council of Springfield, Missouri (the (“[Entity]”) held on May 18, 2020, the following resolution was adopted by a vote of ____ to ____: These resolutions shall be effective as of the date set forth above:

APPROVAL OF THE AMENDMENT TO ARTICLES OF INCORPORATION OF A NONPROFIT CORPORATION FOR

OZARKS TRANSPORTATION ORGANIZATION

WHEREAS, the Ozarks Transportation Organization (the “Organization”), a Missouri nonprofit corporation, is the Metropolitan Planning Organization for this region of southwest Missouri, as mandated by the Federal Aid Highway Act of 1962, as amended, the Urban Mass Transportation Act of 1964, as amended, the Airport and Airway Development Act of 1970 and other subsequent laws setting forth requirements for transportation planning for all modes of travel;

WHEREAS, that Entity is a member of the Organization;

WHEREAS, the Articles of Incorporation of the Organization were dated and filed with the Missouri Secretary of State on April 23, 2008, (the “Articles”);

WHEREAS, the Articles were filed at a time at which the City of Springfield was the only member of the Organization, and its Articles provided that, upon the Organization’s dissolution, all of its assets would be distributed to the City of Springfield;

WHEREAS, the Board of Directors (the “Board”) of the Organization deems it advisable that ARTICLE VII of the Articles be amended in such a manner that upon the Organization’s dissolution, its assets would be distributed among all of its dues-paying members, in proportion to the amount of dues paid in its most recent fiscal year;

WHEREAS, pursuant to the applicable provisions under RSMo 355.561 of the Nonprofit Corporation Law of the State of Missouri, the Articles may be amended by the authorization of the Organization’s Board and the majority vote of its members.

NOW, THEREFORE, BE IT RESOLVED, the Entity does hereby vote in favor that the amendment to the Articles (the “Articles Amendment”) be approved.

RESOLVED FURTHER, that the terms of said Articles Amendment are hereby approved to reflect that upon dissolution of the Organization, the assets of the Organization shall be distributed among the Organization dues-paying members, in proportion to the amount of dues paid in its most recent fiscal year.

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GENERAL AUTHORITY

RESOLVED, that any and all actions, whether previously or subsequently taken by the officers of the Entity, which are consistent with the intent and purposes of the foregoing resolutions and the consummation of the transactions contemplated therein, shall be and the same hereby are, in all respects, ratified, approved and confirmed.

RESOLVED FURTHER, that each of the officers of the Entity is hereby authorized and directed to execute and deliver any and all documents and to take such other action as he or she deems necessary, advisable, or appropriate to carry out the purposes and intent, but within the limitations, of the foregoing resolutions, the execution, delivery or taking of such actions to be conclusive evidence that the same have been authorized by these resolutions.

CERTIFICATE

The foregoing Resolution was duly adopted by the Entity as of May 18, 2020.

City Clerk

[End of Resolution; Remainder of Page Intentionally Left Blank]

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