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(A) The name of this corporation shall be the Industrial Development Authority of the City of Yuma, Arizona, and the locations of its principal place of business shall be in the City of Yuma, Arizona, but the corporation may have offices within the State of Arizona as shall be fixed by the Board of Directors from time to time.
(B) The incorporators herein received permission to organize the corporation pursuant to Resolution 2301 duly adopted and approved by the Mayor and Council of the City of Yuma at a regular meeting of the governing body held April 20, 1983.
(C) This corporation shall perform essential governmental functions and its activities shall serve public purposes and shall be in furtherance of the health, safety and welfare of the residents of the greater Yuma area. The initial purposes for which this corporation is formed are:
(1) In the manner and to the extent provided in A.R.S. §§ 35-701 et seq., as amended, to promote industry and develop trade in the greater Yuma area, to stimulate and encourage the production, development and use of agricultural products and natural resources, to assist, financially and otherwise, in the rehabilitation, expansion and development of all kinds of businesses and industries which will promote and assure job opportunities and assure an improved standard of living and an increase in prosperity and health, and to promote the construction, improvement and equipping of residential real property for dwelling units. As a matter of policy, the Authority places particular emphasis on projects designed to enhance, revitalize and rehabilitate the social, cultural, economic, historical and physical resources of the old downtown Yuma area.
(2) To acquire, own, construct, lease, sell and dispose of all kinds of properties.
(3) To do any and all things and to exercise any and all powers as provided by A.R.S. §§ 35-701 et seq., and A.R.S. § 10-302, as such provisions may be amended from time to time.
(D) This corporation is a political subdivision of the State of Arizona and shall have all the powers granted to such corporation by law, together with all powers incidental thereto or necessary for the performance thereof, including, without limitation, the powers provided in A.R.S. §§ 35-701 et seq., A.R.S. §§ 35-801 et seq., and A.R.S. § 10-302, as such provisions may be amended from time to time.
(E) The corporation shall be a nonprofit corporation and no part of its net earnings remaining after payment of its expenses shall inure to the benefit of any individual, firm or corporation, except such reasonable compensation as may properly be paid for services rendered or property or materials furnished to the corporation, and no dividends or other pecuniary profits may be declared for the benefit of any director or other individual, and no director or officer shall be entitled to participate for profit in any transaction with the corporation except as hereinabove provided. No substantial part of the activities of this corporation shall be devoted to carrying on propaganda for or otherwise attempting to influence legislation and this corporation shall not participate in or intervene in any political campaign on behalf of any candidate for public office.
(F) (1) The corporation shall have a board of directors in which all powers of the corporation shall be vested and which shall consist of any number of directors, not less than three nor more than nine, all of whom shall be qualified as provided by law. The directors shall serve as such without compensation except that they shall be reimbursed for their actual expenses incurred in the performance of their duties in the same manner as is provided for other state officers. No director shall be an officer or employee of the city. The directors shall be elected by the Mayor and Council of the city, and they shall be so elected that they shall hold office for overlapping terms. At the time of the election of the first board of directors, the Mayor and Council of the city shall divide the directors into three groups containing as nearly equal whole numbers as possible. The first term of the directors included in the first group shall be two years, the first term of the directors included in the second group shall be four years, and the first term of the directors included in the third group shall be six years, and thereafter the terms of all directors shall be six years.
(2) The affairs of the corporation shall be conducted by the board of directors and such officers, including a president, vice-president, treasurer, secretary, and such other officer as the board of directors shall elect or appoint. The board of directors shall have the power to adopt, amend and rescind bylaws and other rules and regulations and to appoint an executive committee with such powers as the board may, by resolution, delegate to such committee.
(3) Meetings held by the Board of Directors for any purpose whatsoever shall be open to the public.
(G) The city shall not, in any event, be liable for the payment of the principal of, or interest in, any bonds of the corporation, or for the performance of any pledge, mortgage, obligation or agreement of any kind whatsoever which may be undertaken by the corporation, and none of the bonds of the corporation or any of its agreements or obligations shall be construed to constitute an indebtedness or obligation of the city, or the State of Arizona within the meaning of any constitutional or statutory provision whatsoever.
(H) The Articles of Incorporation may at any time, and from time to time, be amended to make any changes therein and add any provisions thereto which might have been included in the Articles of Incorporation in the first instance, provided that the members of, the board of directors of the corporation first shall file with the Mayor and Council of the city an application in writing seeking permission to amend the Articles of Incorporation, specifying in such application the amendment proposed to be made. The Mayor and Council of the city shall consider such application and, if it finds and determines it is wise, expedient, necessary or advisable that the proposed amendments be made, authorizes the same to be made, and approves the form of the proposed amendment, then the persons making such application shall proceed to amend the Articles in accordance with the provisions of Title 10 of the Arizona Revised Statutes, as amended.
(I) The time of the commencement of this corporation shall be the day these Articles of Incorporation are marked “filed” by the Arizona Corporation Commission. The duration of the existence of the corporation shall be perpetual unless it shall be sooner dissolved pursuant to A.R.S. § 35-752, as amended, in which case the property of the corporation remaining after payment of its debts and charges shall be distributed to and vest in the city.
(J) The private property of the officers and directors of this corporation shall be exempt from liability for its debts and obligations.
(K) The affairs of this corporation shall be conducted on a fiscal year basis. The fiscal year for the corporation shall end on the 30th day of June of each year.
(L) When the board of directors of the corporations by resolution, shall determine that the purposes for which the corporation was formed have been substantially complied with and that all bonds theretofore issued and all obligations theretofore incurred by the corporation have been fully paid, the members of the board of directors of the corporation shall thereupon dissolve the corporation in accordance with the provisions of Title 10 of the Arizona Revised Statutes, as amended.
(Res. 2301, passed 4-20-83)