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HomeMy WebLinkAboutGTEC 4B Bylaws_7.12.2011_word version BYLAWS OF 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 81 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 lncorporation (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. Notwithstanding any provisions herein to the contrary, a director shall hold office until his/her successor shall have been appointed and qualified. If qualified, a director completing a term may be reappointed at the discretion of the City Council. 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 The board shall meet on a regular basis, at a specified time, day, and location as approved annually by the board. All meetings shall be called and held in accordance with the Texas Open Meetings Act, Chapter 551, Government Code, as amended. The president of the board may cancel the meeting if there is no business to be conducted. Section 2.04 SPECIAL MEETING Special meetings of the board shall be held whenever called by the president, General Manager, or upon written request to the secretary 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 QUORUM A majority of the membership of the board, including vacancies, shall constitute a quorum for the transaction of business. Section 2.07 ATTENDANCE Board members are required to attend 75% of regularly scheduled Board meetings. Excessive absenteeism will be subject to action under Council policy. Section 2.08 ORDER OF BUSINESS The order of business shall be determined by the board. Section 2.09 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 2.10 MANAGEMENT The property and business of the Corporation shall be managed by the board which may exercise all powers of the Corporation. Section 2.11 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 ofthe 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 ofthe 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 thereon. 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 ofthe 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 Ill, 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 3.09 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 TIP 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 of the projects. The TIP 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 15 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 1st 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 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 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 1st 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 6.09 DEBT, 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 6.10 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 6.11 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 IX. 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 correct bylaws of the Corporation as adopted by the City Council on the 12 day of July , 2011. Dated: 7-13-11 THE CITY OF GEORGETOWN ATTEST: STATE OF TEXAS § § COUNTY OF WILLIAMSON § Before me, a notary public, on this day personally appeared George Garver, 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 \ 3 day of July , 2011. SSICA ERiN BRffilE NOTARY PUBLIC aTe eomm. 00.01-2015  N t Public, State ofTexas commission expires: Ov- 0 1-.;>0D I hereby certify that the foregoing Bylaws are the true and correct Bylaws of the Corporation as adopted by the Corporation on theb.,Jtlm day of 2011. GEORGETOWN TRANSPORTATION ENHANCEMENT CORPORATION / STATE OF TEXAS § § COUNTY OF WILLIAMSON § Before me, a notary public, on this day personally appeared Ray Armour, 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. JANAR.KERN MY COMMISSIONEXPIRES J11001,2013 Notary Public, State of Texas My commission expires:-"""-"----"-""'""""'"..:....:.::::.