HomeMy WebLinkAboutBylaws Amended and Restated GTEC 09.28.2004Final
AMENDED AND RESTATED
BYLAWS
,3D
GEORGETOWN TRANSPORTATION ENHANCEMENT CORPORATION
ARTICLES I. OFFICES
Section 1.01 LOCATION REGISTERED OFFICE AND REGISTERED AGENT
The registered office and mailing address of the Georgetown Transportation Enhancement
Corporation (the "Corporation") is located at 113 East 8t' Street, Georgetown, Texas 78626. Such
address shall also serve as the principal office of the corporation and board of directors (the "board").
The Registered Agent for the corporation shall be the City Manager, provided that the board from
time to time, may change the registered agent and/or the address of the registered office, in
accordance with state law and subject to City Council approval, provided that such change is
appropriately reflected in these bylaws and in the Articles of Incorporation (the "Articles").
ARTICLES II. DIRECTORS
Section 2.01 NUMBER, APPOINTMENT, AND TERM OF OFFICE
The business affairs of the corporation shall be managed by a board of seven directors. Directors
shall be appointed by the Council of the City, and at least three directors must not be employees,
officers, or members of the City Council. Each member of the board shall serve at the pleasure of
the City Council for staggered terms of two years except as provided in the following sentences. To
establish staggering of terms, initial directors appointed as a result of these amended and restated
bylaws shall draw by lot to determine the initial terms of such directors with three initial directors
serving terms until the last day of February 2002 and four initial directors serving until the last day
of February 2003. Any Council member serving as a director shall serve a term of two years or until
the expiration of their Council term whichever is earlier. Each director shall be a resident of the City
and is entitled to one vote upon the business of the corporation. Any director may be removed from
office by the City Council at will.
Section 2.02 VACANCIES
In case of a vacancy on the board, the City Council shall appoint a successor to serve the remainder
of the unexpired term. Any director or officer may at any time resign. Resignations shall be made
in writing and shall take effect at the time specified in the resignation, or, if no time be specified, at
the time of its receipt by the president or the secretary. The acceptance of a resignation shall not be
necessary to make it effective, unless expressly so provided in the resignation.
Section 2.03 REGULAR MEETING; PLACE OF MEETING
Regular meetings shall be held from time to time as determined by resolution of the board and shall
be held at the Georgetown Municipal Complex, Georgetown, Texas 78626 unless otherwise
determined by resolution of the board. A meeting of the board for the election of officers and the
transaction of other business shall be held on the third Wednesday of each month, unless changed
by resolution of the board. All meetings shall be called and held in accordance with the Texas Open
Meetings Act, Chapter 551, Government Code, as amended.
Section 2.04 SPECIAL MEETING
Special meetings of the board shall be held whenever called by the President, or upon written request
by two directors.
Section 2.05 NOTICE OF MEETINGS
The secretary shall cause notice of the time and place of holding each meeting of the board to be
given to each director. The notice may be in writing, in person, or in person by telephone. Notice
of each meeting shall also be given to the public in accordance with the provisions of the Texas
Open Meetings Act, Chapter 551, Government Code, as amended.
Section 2.06 OUORUM
A majority of the membership of the board, including vacancies. shall constitute a quorum for the
transaction of business.
Section 2.07 ORDER OF BUSINESS
The order of business shall be determined by the Board.
Section 2.08 PRESIDING OFFICER
At all meetings of the board, the president, or in the President's absence, the Vice President, or in the
absence of both of these officers, a member of the board selected by the directors present, shall
preside. The secretary of the corporation shall sit as secretary at. all meetings of the board, and in
case of the secretary's absence, the presiding officer shall designate any person to act as secretary.
Section 2.09 MANAGEMENT
The property and business of the corporation shall be managed by the board which may exercise all
powers of the corporation.
Section 2.10 PURPOSE AND POWERS
The corporation is incorporated as a non-profit corporation for the purposes set forth in the amended
Articles acting on behalf of the City of Georgetown, Texas (the "City") as its duly constituted
authority and instrumentality in accordance with the Texas Development Corporation Act of 1979,
Article 5190.6, Section 4B Tex. Rev. Civ. Stat., Ann., as amended, (the "Act"), and other applicable
laws, to pay the costs of streets, roads, drainage and other related transportation system
improvements, including the payment of maintenance and operating expenses associated with such
authorized projects in accordance with Section 4B of the Act. The corporation shall be a non-profit
corporation as defined by the Internal Revenue Code of 1986, as amended, and the applicable
regulations of the United States prescribed and promulgated thereunder. It shall not be the purpose
of this Corporation to engage in carrying on propaganda or otherwise attempting to influence
legislation. In addition to the powers conferred by these bylaws, the board may exercise all powers
of the Corporation and do all lawful acts and things that are not prohibited by statute, or the election
held on May 5, 2001, or these bylaws including, but not limited to the following powers:
(1) to purchase, or otherwise acquire for the corporation, any property, rights, or
privileges which the corporation is authorized to acquire, at such price or consideration and
generally on such terms and conditions as they determine to be appropriate, and at their
discretion to pay therefor either wholly or partly in money, notes, bonds, debentures, or other
securities or contracts of the corporation as may be lawful;
(2) to create, make and issue notes, mortgages, bonds, deeds of trust, trust agreements
and negotiable or transferable instruments and securities, secured by mortgage or deed of
trust on any real property of the corporation or otherwise, and to do every other act or thing
necessary to effect the same; and
(3) to sell or lease the real or personal property of the corporation on such terms the
board may see fit and to execute all deeds, leases and other conveyances or contracts that
may be necessary for carrying out the purposes of the corporation.
ARTICLE III. OFFICERS
Section 3.01 COMPENSATION OF DIRECTORS AND OFFICERS
Directors and officers, shall not receive any salary for their services but by resolution of the board,
expenses incurred in the corporation's business may be reimbursed.
Section 3.02 OFFICERS
The officers of the corporation shall be a president, vice president and secretary. The board, at each
annual meeting, shall elect these officers. The board may appoint such other officers as it deems
necessary, who shall have the authority, and shall perform such duties as from time to time may be
prescribed by the board.
Section 3.03 POWERS AND DUTIES OF THE PRESIDENT
The president shall preside at all meetings of the directors. He or she shall have the power, with City
Council approval, to sign and execute all contracts and instruments of conveyance in the name of
the corporation, to sign checks, drafts, notes and orders for the payment of money, and to appoint
and discharge agents and employees, subject to the approval of the board. He or she shall have
general and active management of the business of the corporation, and shall perform all the duties
usually incident to the office of president.
Section 3.04 VICE PRESIDENT
The vice president shall have such powers and perform such duties as may be delegated to him or
her by the board. In the absence or disability of the president, the vice president may perform the
duties and exercise the powers of the president.
Section 3.05 POWERS AND DUTIES OF THE SECRETARY
The secretary shall keep the minutes of all meetings of the board in books provided for that purpose;
shall provide all notices, may sign with the president, or a vice president, in the name of the
corporation, all contracts and instruments of conveyance authorized by the board, shall have charge
of the books and papers of the board, and shall in general perform all the duties incident to the office
of secretary, subject to the control of the board. Records of the corporation shall be maintained and
filed in the office of the City Secretary of the City.
Section 3.06 CONFLICT OF INTEREST
In the event that a director is aware that he or she has a conflict of interest or potential conflict of
interest, with regard to any particular matter or vote coming before the board, the director shall bring
the same to the attention of the board and shall abstain from discussion and voting thereof.
Any director shall bring to the attention of the board any apparent conflict of interest or potential
conflict of interest of any other director. In which case the board shall determine whether a true
conflict of interest exists before any further discussion or vote shall be conducted regarding that
particular matter. The director about whom a conflict of interest question has been raised shall
refrain from voting with regard to the determination as to whether a true conflict exists. Failure to
conform to these requirements herein and policies as may be adopted by the board is cause for
dismissal from the board by action of the City Council.
Section 3.07 BOARD'S RELATIONSHIP WITH THE CITY
In accordance with state law, the board shall be responsible for the proper discharge of its duties
assigned herein. The board shall determine its policies and directives within the limitations of the
duties herein imposed by applicable laws, the amended Articles, these bylaws, contracts entered into
with the City, and budget and fiduciary responsibilities. Such policies and directives are subject to
approval by the City Council. Any request for services made to the departments of the City shall be
made by the board or its designee in writing to the City Manager. The City Manager may approve
such request for assistance from the board when he or she finds such requested services are available
within the City and that the board has agreed to reimburse the City for the cost of such services so
provided, as provided in Article III, Section 3.08 of these bylaws.
Section 3.08 CONTRACTS FOR SERVICES
The Corporation may, with approval of the City Council, contract with any qualified and appropriate
person, association, corporation or governmental entity to perform and discharge designated tasks
which will aid or assist the board in the performance of its duties. However, no such contract shall
ever be approved or entered into which seeks or attempts to divest the board of its discretion and
policy -making functions in discharging the duties herein set forth. An administrative services
contract shall be executed between the board and the City Council for the services provided by the
general manager, finance manager, Secretary, and other City services/functions and compensated as
provided for herein.
Subject to the authority of the City Manager under the Charter of the City, the Corporation shall have
the right to utilize the services of the staff and employees of the Finance Department of the City, the
staff and employees of the Public Works Department, and other employees of the City, provided (i)
that the City Manager approves of the utilization of such services, (ii) that the Corporation shall pay,
as approved by the City Manager, .reasonable compensation to the City of such services, and (iii) the
performance of such services does not materially interfere with the other duties of such personnel
of the City. Utilization of the aforesaid city staff shall be solely by a contract approved by the City
Council.
ARTICLE IV. CORPORATION SEAL
The board may obtain a corporate seal which shall be a star with the words Georgetown
Transportation Enhancement Corporation, but these bylaws shall not be construed to require the use
of the corporate seal.
ARTICLE V. FISCAL YEAR
The fiscal year of the corporation is October 1 through September 30.
ARTICLE VI. FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS
Section 6.01 GENERAL MANAGER
The City Manager of the City of Georgetown, Texas, shall be the general manager of the Corporation
and be in general charge of the properties and affairs of the Corporation, shall administer all work
orders, requisitions for payment, purchase orders, contract administration/oversight, and other
instruments or activities as prescribed by the board in the name of the Corporation.
The General Manager shall employ such full or part-time employees as are needed to carry out the
programs of the board. These employees shall be employees of the City and perform those duties
as are assigned to them. These employees shall be compensated as prescribed in Article III, Section
3.08 of these bylaws. The General Manager shall have the authority, and subject to provisions of
the City Charter and policies -procedures of the City, to hire, fire, direct, and control the work, as
functionally appropriate, of such employees.
Section 6.02 FINANCE MANAGER
The Finance Manager shall have the responsibility to see to the handling, custody, and security of
all funds and securities of the Corporation. When necessary or proper, the Finance Manager shall
endorse and sign, on behalf of the Corporation, for collection or issuance, checks, notes and other
obligations drawn upon such bank or banks or depositories as shall be designated by the City Council
consistent with these bylaws. The Finance Manager shall see to the entry in the books of the
Corporation of full and accurate accounts of all monies received and paid out on account of the
Corporation. The Finance Manager shall, at the expense of the Corporation, give such bond for the
faithful discharge of the duties in such form and amount as the City Council shall require, by
resolution. The Finance Manager shall be an employee of the City. The Finance Manager shall
periodically submit a report to the board, in sufficient detail, of all checks or drafts issued on behalf
of the Corporation for the previous month. The Finance Manager shall provide a quarterly financial
report to the City Council concerning activities of the Corporation in a format consistent with other
financial reports of the City.
Section 6.03 EX-OFFICIO MEMBERS
The City Council may appoint Ex-Officio members to the board as it deems appropriate. 'These
representatives shall have the right to take part in any discussion of open meetings, but shall not have
the power to vote in the meetings or attend executive sessions. Ex-Officio members shall serve a
term of one year.
Ex-Officio members shall be required to take an Oath of Office and abide by, and be subject to, any
City Code of Ethics.
Section 6.04 PARTICIPATION IN BOARD MEETINGS
The General Manager, Finance Manager, and Mayor (or their respective designees), shall have the
right to take part in any discussion of the board, or committees thereof, including attendance of
executive sessions, but shall not have the power to vote in any meetings attended.
Section 6.05 DUTIES OF THE BOARD
The board shall develop a Transportation Improvement Program, ("the TIP"), including maintenance
and operation costs thereof, for the City which shall include and set forth short and long term goals.
Such plan shall be approved by the City Council. The TIP developed by the board shall be one that
incorporates the Capital Improvement Plans of the City Public Works Department. The board shall
conduct a public hearing concerning both the adoption and required annual updates to the TIP. A
legal notice shall be advertised as determined by the board, at least three (3) days, prior to the
scheduled public hearing. The board shall review and update the TIP once a year to ensure the plan
is up to date with current community needs and is capable of meeting the City's transportation system
needs. The board shall expend, in accordance with State law and subject to City Council approval,
the funds received by it for transportation systems where such expenditures will have a benefit to the
citizens of the City. The board shall make a quarterly report to the City Council including, but not
limited to the following:
(1) a review of the accomplishments of the board in the area of transportation systems
improvement; and
(2) the activities of the board for the budget year addressed in the annual report, together
with any proposed change in the activity as it may .relate to transportation systems
improvement.
The board shall be accountable to the City Council for all activities undertaken by it or on its behalf,
and shall report on all activities of the board, whether discharged directly by the board or by any
person, firm, corporation, agency, association or other entity on behalf of the board.
:section 6.06 COMPONENTS OF THE TIP
The board shall submit to the City Council for its approval, the TIP which shall include proposed
funding methods and the expected costs of implementation, and cost of operation and maintenance
tof the projects. The plan shall include both short and long term goals for the transportation system
development of the City.
Section 6.07 ANNUAL CORPORATE BUDGET
At least sixty (60) days prior to October I", the board shall prepare and adopt a proposed budget
of expected revenues and proposed expenditures for the next ensuing fiscal year. The fiscal year
of the corporation shall commence on October 0 of each year and end on September 30. The
budget shall contain such classifications and shall be in such form as may be prescribed from
time to time by the City Council. The budget proposed for adoption shall include the projected
operating expenses, and such other budgetary information as shall be required by the City
Council for its approval and adoption. The budget shall be considered adopted upon formal
approval by the City Council.
Section 6.08 FISCAL & BUDGETARY POLICY
The Corporation will adopt a Fiscal & Budgetary Policy to guide the overall financial condition
of the Corporation. The Policy will not conflict with the overall City of Georgetown Fiscal &
Budgetary Policy, and will encompass cash management, debt management and other fiscal
policy areas. Such Policy, will be reviewed annually by the Board, and all changes must be
approved by both the Board and the City Council.
Section 6.09 FINANCIAL BOOKS RECORDS. AUDITS
The Finance Manager shall keep and properly maintain, in accordance with generally accepted
accounting principles, complete financial books, records, accounts, and financial statements
pertaining to its corporate funds, activities, and affairs.
The City shall cause the Corporation's financial books, records, accounts, and financial statements
to be audited at least once each fiscal year by an outside, independent auditing and accounting firm
selected by the City Council. Such audit shall be at the expense of the Corporation.
The board shall, no later than February ls` of each year, submit to the comptroller a financial report
in the form required by the comptroller, as required by the Act. The City shall, at all times, have
access to the books and records of the Corporation. The Corporation shall be subject to the Public
Information Act (Chapter 552, Government Code).
Section 6.10 DEIST, DEPOSIT AND INVESTMENT OF CORPORATE FUNDS
All proceeds from the issuance of bonds, notes or other debt instruments (the "Bonds") issued by the
Corporation shall be deposited and invested as provided in the resolution, order, indenture, or other
documents authorizing or relating to their execution or issuance and handled in accordance with the
statute governing the Corporation, but no bonds shall be issued, including refunding bonds, by the
Corporation without the approval of the City Council.
All monies of the Corporation shall be deposited, secured, and/or invested in the manner provided
for the deposit, security, and/or investment of the public funds of the City, as authorized by the City
Investment Policy. The Finance Manager shall designate the accounts and depositories to be created
and designated for such purposes, and methods of withdrawal of funds therefrom for use by and for
the purposes of the Corporation. The accounts, reconciliation, and investment of such funds and
accounts shall be performed by the Department of Finance of the City. The Corporation shall pay
reasonable compensation for such services as prescribed in Article III, Section 3.08, of these bylaws.
Section 6.11 EXPENDITURES OF CORPORATE MONEY
The monies of the Corporation, including sales and use taxes collected pursuant to the Act, the
proceeds from the investment of funds of the Corporation, the proceeds from the sale of property,
monies derived from the repayment of loans, rents received from the lease or use of property, the
proceeds derived from the sale of Bonds, and other proceeds may be expended by the Corporation
for any of the purposes authorized by the Act, subject to the following limitations:
(1) Before expending funds to undertake a project, the Corporation shall hold at least one
public hearing on the proposed project. Expenditures from the proceeds of Bonds shall be
identified and described in the orders, resolutions, indentures, or other agreements submitted
to and approved by the City Council.
(2) Expenditures that may be made from a fund created from the proceeds of Bonds, and
expenditures of monies derived from sources other than the proceeds of Bonds may be used
for the purposes of financing or otherwise providing one or more projects, as defined in the
Act. The specific expenditures shall be described in a resolution or order of the board and
shall be made only after the approval thereof by the City Council.
(3) All other proposed expenditures shall be made in accordance with and shall be set
forth in the annual budget required by these bylaws or in contracts meeting the requirements
of the Article, as amended.
No Bonds, including refunding bonds, shall be authorized or sold and delivered by the Corporation
unless the City Council shall approve such bonds.
Section 6.12 CONTRACTS
As provided herein, the President and Secretary, with approval of the City Council, shall enter into
any contracts or other instruments which the board has approved and authorized in the name and on
behalf of the Corporation. Such authority may be confined to specific instances or defined in general
terms. When appropriate, the board may grant a specific or general power of attorney to carry out
some action on behalf of the board, provided, however, that no such power of attorney may be
granted unless an appropriate resolution of the board authorizes the same to be done.
ARTICLE VII. MISCELLANEOUS
Section 7.01 NOTICES AND WAIVERS
Whenever under the provisions of these bylaws notice is required to be given to any director or
officer, unless otherwise provided, the notice may be given personally, or it may be given in writing
by depositing it in the post office or letter box in a post paid envelope or postal card addressed to the
director or officer, at the address as it appears on the books of the Corporation, and the notice shall
be deemed to be given at the time when it is mailed. Whenever any notice to directors or officers
is required to be given by law, or by these bylaws, a waiver in writing signed by the person or
persons entitled to the notice, whether before or after the time stated shall be deemed the equivalent
of notice. This paragraph does not eliminate the requirement to comply with the Open Meetings Act.
Section 7.02 APPROVAL OF THE CITY COUNCIL
To the extent these bylaws refer to any approval or other action to be taken by the City, that approval
or action shall be evidenced by a certified copy of a resolution, ordinance, or motion duly adopted
by the City Council.
Section 7.03 ORGANIZATIONAL CONTROL
The City Council at its sole discretion, and at any time, may alter or change the structure,
organization or activities of the Corporation (including the termination of the corporation), subject
to any limitation on the impairment of contracts entered into by such Corporation. The foregoing
notwithstanding, the City, at all times during which any indebtedness of the corporation, the interest
on which is exempt from federal income taxation, remains outstanding, will maintain a beneficial
interest in the corporation.
Section 7.04 INDEMNIFICATION OF DIRECTORS, OFFICER AND EMPLOYEES
As provided in the Act and in the Articles of Incorporation, the Corporation is, for the purposes of
the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practices and Remedies Code),
a governmental unit and its actions are governmental functions.
The Corporation shall indemnify each and every member of the board, its officers and its employees,
and each member of the City Council and each employee or representative of the City, to the fullest
extent permitted by law against any and all liability or expense, including attorneys fees, incurred
by any of such persons by reason of any actions or omissions that may arise out of the functions and
activities of the Corporation. This indemnity shall apply even if one or more of those to be
indemnified was negligent or caused or contributed to cause any loss, claim, action or suit.
Specifically, it is the intent of these bylaws and the Corporation to require the Corporation to
indemnify those named for indemnification, even for the consequences of the negligence of those
to be indemnified which caused or contributed to cause any liability.
The Corporation must purchase and maintain insurance on behalf of any director, officer, employee,
or agent of the Corporation, or on behalf of any person serving at the request of the Corporation as
a board member, officer, employee, or agent of another corporation, partnership, joint venture, trust,
or other enterprise, against any liability asserted against that person and incurred by that person in
any such capacity or arising out of any such status with regard to the Corporation, whether or not the
Corporation has the power to indemnify that person against liability for any of those acts.
ARTICLE VIII. PROVISIONS REGARDING BYLAWS
These bylaws shall become effective only upon the occurrence of the following events:
(1) the approval of these bylaws by the City Council; and
(2) the adoption of these bylaws by the board.
These bylaws may be amended at any time and from time to time either by majority vote of the
directors then in office with the approval of the City Council or by the City Council itself, at its sole
discretion.
These bylaws shall be liberally construed to effectuate their purposes. If any word, phrase, clause,
sentence, paragraph, section or other part of these bylaws, or the application thereof to any person
or circumstances, shall ever be held to be invalid or unconstitutional by any court of competent
jurisdiction, the remainder of these bylaws and the application of such word, phrase, clause,
sentence, paragraph, section or other part of these bylaws to any other person or circumstance shall
not be affected thereby.
ARTICLE VIII. DISSOLUTION OF CORPORATION
Upon the dissolution of the corporation after payment of all obligations of the corporation, all
remaining assets of the corporation shall be transferred to the City of Georgetown, Texas.
I hereby certify that the foregoing bylaws are the true and orl-ect bylaws of the corporation
as adopted by the. City Council on the I34- day of , 2004.
Dated: e 79'4-C V
THE CITY OF GEORGETOWN
----
By4W.,e-
: ry Nelon, Mayor
ATTEST:
Sandra Lee
City Secretary
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
Before me, a notary public, on this day personally appeared Gary Nelon, known to me to be
the person whose name is subscribed to the foregoing document and, being by me first duly sworn,
declared that the statements therein are true and correct.
Given under my hand and seal of office this 49jA day of , 2004.
`� -. SANDRA D. LEE
Notary PuW State of Texas
My Camnsslon Expires
JANUARY 3, 2006
Notary Public, State of Texas
My commission expires: % 2-2OA-)
Attachment B - Fee Schedule
I. LEGAL SERVICES
Corporation shall reimburse the City for its actual legal fees and expenses incurred in
connection with the Contract. The current rates, which are subject to change, are as
follows:
Partner or Senior Attorney: $150.00/hour
Associate Attorney: $135.00/hour
Legal Assistant: $75.00/hour
Any expenses shall be billed at actual cost.
II. INSPECTION SERVICES
Corporation shall .reimburse the City for its inspection services in connection with the
Contract. The current rates of $35.00 per hour will be charged.