HomeMy WebLinkAboutGVPID Bylaws•
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1.01— Principal Office. The principal office of Georgetown Village Public
Improvement District No. 1 (the "PID") shall be located at 371 Village Commons
Boulevard, Georgetown, Texas 78633,
1.02 — Other Offices. The PID may have offices at such other places, either
within or without the State of Texas, as the board may from time to time determine or
as the affairs of the PID may require.
1.03 — Creation of and Purpose of the PID. The PID was created as a Public
Improvement District pursuant to (i) Petition for Establishment of Georgetown Village
Public Improvement District No. 1 dated September 15, 1998 (the "Petition"), (ii)
Resolution No. 990223-N of the City Council of the City of Georgetown, Texas (the
"Council"), and (iii) Ordinance 99-22 of the Council (collectively, the "Creation
Documents"). The purpose of the PID is to maintain all parks less than one acre in size,
all alleyways, all common area landscaping and additional amenities as designated by
the board, in that development known as Georgetown Village.
2,01— Powers and Duties of Board Members. The business and affairs of the PID
shall be managed by its board, which, subject to any lawful authority exercised by the
City of Georgetown (the "City"), may exercise all powers of the PID and do all lawful acts
and things as are not by statute, the Creation Documents, or these Rules, directed or
required to be exercised or done by the Council. The board shall prepare the annual
budget, which shall be approved for the coming year before the end of September. The
board acknowledges that, pursuant to state law and the Creation Documents, the
ultimate authority for making decision for the PID lies with the City.
2.02 - Number, Qualifications and Terms. (Revised on 4122104). The number
of members, which shall constitute the board, is seven (7), and there shall be up to
three (3) alternates who may accede to the position of board member fora particular
board meeting in the event of a board member's absence and as needed to fill
vacancies. At least five (5) of the board members shall be resident homeowners in
Georgetown Village (the "GV Members"), and two (2) members, initially, shall be
nnernbensofthe Shell Ranch Development Board ("SheUMernbers"). Atsuch time 8Sthe
development ofthe O11acre Georgetown Village project iscnnnp\ete,uponthenext
appointment of board members by the Council following completion of the project,the
two (2) Shell Members shall resign and be replaced by two (2) GV Members, so that all
board members beGVMembers thereafter. The determination regarding the
completion ofthe project sha|\beinthediscredonofthe5he||Menubers. EachGV
Member shall serve for a term of two (2) years and may be reappointed once, for a
maximum consecutive service period offour (4)years, After serving amaximum
consecutive four (4) year period, a homeowner may again be nominated and approved
to serve of the board, provided that a two (2) year waiting period has elapsed between
board service terms for such homeowner.
2J3- Recommendation and Appointment of Board Members. A1each A4afC-4
February meeting of the nominating committee, the nominating committee shall
recommend persons for board membership inaccordance with the Paragraph and
Article III hereof. The nominating committee shall
recommend for board membership three (3) GV Members for a term of one year, two
(Z)GVMembers for aterm oftwo (2) years, and (3)alternates,
member's term of office, the nominating committee, at each �Feb—.,.----eeting shall
recommend to the Board, as applicable, two (2), three (3), four (4), or five (5) GV
Members to serve for a term of two (2) years each, with appointments renewable as
noted in Paragraph 2.02 above. and, as applieable, an altemat_ OFA the he. neiawneF
gFOUPS Rated below.
fellow* - - I ; (i) hemeowneFs with !GtS that aFe less than qua! -to 1`44, (5-0) feet-,
sixty (60) feet wid&r The Shell Members shall riot be subject to the above -described
term limits or election procedures, but shall serve at the pleasure of the Shell Ranch
Development Board and Council.
|nthe event that the PiDboard has had significant turnover, such that the
requirements outlined above cannot bemet, the individuals comprising the board
including the designated alternates, may waive the requirements to form a nominating
committee and/or appoint individuals to occupy specific positions on the board in order
to assure that the business of the Georgetown Village P|D may be carried out consistent
with Article |, paragraph l.O3. Each board member appointed shall serve until his orher
successor shall have been appointed
- 2.04— Equal Opportunity. The P0isanequal opportunity organization. The
member, nominating committee member, or candidate for membership on the basis of
race, religion, age, sex, national origin, or disability, or in any other manner prohibited
by law.
2.05 — Filling of Vacancies. A vacancy occurring in the board by any reason of
death, resignation, or removal may be filled: (i) in the case of a GV Member position, by
the appropriate alternate, and if none is available, the nominating committee in a
special meeting called for such purpose shall select another homeowner fFeel
, and (ii) in the
case of a SheH Member, by the Shell Ranch € elope -nee t Boar`.
2.06 — Resignation of Board Members. Any board member may resign from
office at any time by delivering a written resignation to the president of the PID, and
such resignation shall be effective immediately upon delivery to the president unless
otherwise specified by the requestor.
2.07 — Regular Meetings. (Revised 81201021(Revised 11130M) Regular
meetings of the board may be held at such time and place as shall from time to time be
determined by the board. The regular quarterly meetings of the board shall be held in
February, May, August and November on the third Monday of each respective month,
at five-o°ciock p.m., unless another time is set for a particular quarterly meeting by the
board.
2.08 — Special Meetings. Special meetings of the board may be called by the
president and shall be called by the secretary on the written request of two (2) board
members.
2.09 — Quorum of Members. At all meetings of the board, a majority of the
members shall constitute a quorum for the transaction of business and the act of a
majority of the members present at any meeting at which there is a quorum shall be the
act of the board. Consistent with Paragraph 2.02, an alternate(s) may accede to the
position of board member for a particular board meeting in the event of a board
member's absence. Such action will be noted in the minutes of that particular meeting.
2.10 — Minutes of Meetings. The board shall keep regular minutes or a tape
recording of its open meetings and such minutes or tape recording shall be placed in the
office of the PID. A non -board member may act as secretary and record the minutes of
the board meetings.
2.11— Advisory Board. The PID's board may from time to time recommend to
the Council one or more persons to serve on an Advisory Board pursuant to Texas
statutory law and the Petition. The Council shall have final authority to appoint
Advisory Board members.
ARTICLE III
NOMINATING COMMITTEE — (Revised on 4/2/032)
PID BOARD SOLICITATIONS
WIN
The PID board shall solicit new members via the direct distribution to each
eligible resident homeowner, anAPPLICATION TOSERVE ONTHE GEORGETOVVN
VILLAGE P|DBOARD. Applications will bereviewed bvexisting board members and
recommendations for new board members will be documented in the meeting minutes.
The board shall make selections in accordance with the guidelines of Paragraph 2,04.
than sixty (60) feet wide, and (iii) hemeew-n�
ARTICLE IV
NOTICES, TELEPHONE MEETINGS AND OPEN MEETINGS
4.01— Method of Giving Notice, Notice ofthe meeting, stating the place, day,
and hour of the meeting, and in case of special meeting, the purpose or purposes for
which the meeting is called, will be posted pursuant to the Texas Open Meetings Act.
Notice of each meeting of the board must be posted for at least seventy-two (72) hours
before the scheduled time of the meeting, except in the case of an emergency, when
notice shall be given in accordance with state law. Notice shall be posted in locations
required by law.
4.02 —Telephone Meetings. The board and the Advisory Board may not hold a
meeting by means of a conference telephone except as permitted under state law.
4.03 — Open Meetings. All meetings shall be open to the public except to the
extent permitted by law. The PID shall follow all procedures required by law to be
followed with regard to a closed meeting if such closed meeting is permitted.
5.01— Qualifications. The board shall elect a president, vice-president, treasurer
and secretary. The secretary is not required to be a member of the board. Such other
officers and assistant officers as the board may deem desirable shall be appointed and
removed in such other manner as may be prescribed by the board. The same person
may hold any two (2) or more offices.
The board shall make its best efforts to appoint individuals to serve as a board officer
who have served for a minimum period of one year, however, in the absence of eligible
members, the board may waive this requirement.
5.02 —Compensation of Officers. The salaries, if any, of all officers of the PID
shall be fixed by the board. The board shall have the power to enter into contracts for
the employment and compensation of officers on such terms as the board deems
advisable.
5.03 —Term and Vacancies. The officers of the PID shall hold office until their
successors are elected or appointed and qualified, or until their death, resignation, or
removal from office. The remaining board members may fill any PID office vacancy
occurring by reason of death, resignation, removal, or otherwise.
5.04 — Removal of Officers. Any officer elected or appointed by the board may
be removed at any time by the board, but such removal shall be without prejudice to
the contract rights, if any, of the person so removed. Election or appointment of an
officer or employee shall not of itself create contract rights. Any officer may be
removed, either with or without cause, by the board, at any regular or special meeting,
or except in the case of an office chosen by the board, by any officer upon whom such
power or removal may be conferred by the board.
5.05 — Resignation of Officers. Any officer may resign at any time by giving
written notice to the board or to the president of the PID. Any such resignation shall
take effect at the date of the receipt of such notice or at any later specified time; and,
unless otherwise specified, the acceptance of such resignation shall not be necessary to
make it effective.
5.06 — General Authority of Officers. The board, except as otherwise provided in
these Rules, may authorized any officer to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the PID, and such authority may be
general or confined to specific instances. Unless so authorized, no officer, agent or
employee shall have any power or authority to bind the PID by any contract or
engagement or to pledge its credit or to render it liable pecuniarily for any purpose or in
any amount.
5.07 — Other Authority and Limitations of Officers. Any officer, acting alone, is
authorized to sign any one check or any series of checks for and on behalf of the PID in
an amount that does not exceed [$1,000.00]. The following actions shall specifically
require the approval of a majority of the board:
1. To borrow money on behalf of the PID and encumber its assets with a
mortgage;
2. To sell any real property held in the name of the PID and to execute
any deed on behalf of the PID;
3. To execute any lease for premises having a gross rentable square
footage of 10,000 or more; and
4. To sign any one check or any series of checks for and on behalf of the
PID in an amount equal to or greater than [$1,001.00].
5.08 — Duties of President. The president shall be the chief executive officer of
the PID, shall have general and active management and control of the business and
affairs of the PID, and shall see that all order and resolutions of the board are carried
into effect. The president may call regular and special meetings of the homeowners and
members in accordance with law and these Rules and shall preside at such meetings.
The president shall perform such other duties as may be prescribed from time to time
by the board.
5.09 — Duties of Vice -President. The vice-president shall, in the absence or
disability of the president, perform the duties, have the authority and exercise the
powers of the president, The vice-president shall perform such other duties as may by
prescribed from time to time by the board or as the president may from time to time
delegate.
5.10 — Duties of the Secretary. The secretary shall attend all meetings of the
board and ef the hemeew4iefs record all business transacted at open meetings in a
minute book to be kept for that purpose or make a tape recording of each open
meeting. The secretary shall give, or cause to be given, notice of all meetings of the
board, and shall perform such other duties as may be prescribed by the board or the
president.
5.11— Duties of Treasurer.
(a) The treasurer shall endeavor to obtain information from the City's
Finance Department, or any successor department thereto, periodically as the board
shall require, regarding the collections, disbursements and account balances of the PID,
held by the City or Williamson County (the "County"), as applicable. The tFeaSWFeF-�
PM e P t &4P-4-Ra-F, _.
(b) To the extend the PID obtains funds from the City or County that the
City or County has collected on behalf of the PID, or from any other source, the
treasurer shall have custody of the PID's funds and securities, shall keep full and
accurate accounts and records of receipts, disbursements, assessments and other
transactions in books belonging to the PID, and shall deposit all funds and other valuable
effects in the name and to the credit of the PID in such depositories as may be
designated by the board. The treasurer shall disburse funds of the PID as may be
ordered by the board, taking proper vouchers for such disbursements, and shall render
to the president and the board at the regular meetings thereof or whenever the board
may require, an account of all of the treasurer's transactions, if any, as treasurer.
(c) The treasurer shall perform such other duties and have such other
authority as the board may from time to time prescribe or as the president may from
time to time delegate.
ARTICLE VI
OTHER PR
6.01— Records. The PID shall keep correct books and records of account, based
on the information provided to the PID by the City Finance Department, or any
successor department, and '3.111neil Ranch. The PID shall keep its books and records of
account as complete as possible until the PID no longer relies on the City, County, or
Shell Rzinc , to collect and disburse its funds, and pay its expenses; thereafter the PID
The RID shall also itte
shall keep its books and record of account complete.-r,Te-�-�„�,� I'cc^ep-er'r-rcccri
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The PID board land shall keep at its office a list of its homeowners, including the
names and addresses of all current homeowners, which list shall be updated
periodically at the discretion of the board.] The minutes and tape recordings of
meetings shall be available for public inspection and copying upon request to the
president of the PID, or the president's designee, to the extent required by law.
6.02 — Fiscal Year. The fiscal year of the PID shall begin on October 1 and end on
September 30, unless otherwise fixed by the City.
6.03 — Indemnification. To the extent permitted by law and these Rules, the PID
may indemnify a board member, officer, employee or agent of the PID.
A. The PID may indemnify a person who was, is, or is threatened to be
made a named defendant or respondent in a proceeding because the person is or was a
board member of the PID only if it is determined in accordance with Paragraph E of the
Section 6.03 that the person:
(1) Conducted himself in good faith;
(2) Reasonably believed:
(a) In the case of conduct in his official capacity as a board
member of the PID, that his conduct was in the PID's best interest; and
(b) In all other cases, that his conduct was at least not
opposed to the PID's best interests; and
(3) in the case of any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful.
B. Except to the extent permitted by Paragraph D of this Section 6.03, a
board member may not be indemnified under Paragraph A of this Section in respect of a
proceeding;
(1) In which the person is found liable on the basis that personal
benefit was improperly received by him, whether or not the benefit resulted from an
action taken in the person's official capacity; or
(2) In which the person is found liable to the PID.
C. The termination of a proceeding by judgment, order, settlement, or
convictions, or on a plea of nolo contendere or its equivalent is not of itself
determinative that the person did not meet the requirements set forth in Paragraph A
of this Section 6.03. A person shall be deemed to have been found liable in respect of
any claim, issue or matter only after the person shall have been so adjudged by a court
of competent jurisdiction after exhaustion of all appeals there from.
D. A person may be indemnified under Paragraph A of this Section 6.03
against judgments, penalties (including excise and similar taxes), fines, settlements, and
reasonable expenses actually incurred by the person in connection with the proceeding;
but if the person is found liable to the PID or is found liable on the basis that personal
benefit was improperly received by the person the indemnification:
(1) Is limited to reasonable expenses actually incurred by the
person in connection with the proceeding; and
(2) Shall not be made in respect of any proceeding in which the
person shall have been found liable for willful or intentional misconduct in the
performance of his duty to the PID.,
E. A determination of indemnification under Paragraph A of this Section
6.03 must be made:
(1) By a majority vote of a quorum consisting of board members
who at the time of the vote are not named defendants or respondents in the
proceeding;
(2) By special legal counsel selected by the board by vote as set
forth in subparagraph (1) of this Section 6.03 E., or, if such a quorum cannot be obtained
by a majority vote of all board members; or
(3) By the homeowners in a vote that excludes the vote of any
homeowner who is a named defendant or respondent in the proceeding.
F. Authorization of indemnification and determination as to
reasonableness of expenses must be made in the same manner as the determination
that indemnification is permissible, except that if the determination that
indemnification is permissible is made by special legal counsel authorization of
indemnification and determination as to reasonableness of expenses must by made in
the manner specified by subparagraph (2) of Section 5.03 E. for the selection of special
legal counsel.
G. The PID shall indemnify a board member against reasonable expenses
incurred by him in connection with a proceeding in which he is a party because he is a
board member if he has been wholly successful, on the merits or otherwise, in the
defense of the proceeding.
H. Reasonable expenses incurred by a board member who was, is, or is
threatened to be made a named defendant or respondent in a proceeding may be paid
or reimbursed by the PID, in advance of the final disposition of the proceeding and
without any of the determinations specified in Paragraphs E and F of this Section 6.03,
after the PID receives a written affirmation by the board member of his good faith belief
that he has met the standard of conduct necessary for indemnification under this
Section 6.03 and a written undertaking by or on behalf of the board member to repay
the amount paid or reimbursed if it is ultimately determined that he has not met those
requirements.
I. The written undertaking required by Paragraph H of the Section 6.03
must be an unlimited general obligation of the board member but need not be secured.
It may be accepted without reference to financial ability to make repayment.
J. Notwithstanding any other provision of the Section 6.03, the PID may
pay or reimburse expenses incurred by a board member in connection with his
appearance as a witness or other participation in a proceeding at a time when he is not
a named defendant or respondent in the proceeding.
K. An officer of the PID shall be indemnified as, and to the same extent,
provided in Paragraph G of this Section 6.03 for a board member and is entitled to seek
indemnification under that paragraph to the same extent as a board member. The PID
may indemnify and advance expenses to an officer, employee, or agent of the PID to the
same extent that it may indemnify and advance expenses to board members under this
Section 6.03.
L. The PID may purchase and maintain insurance or another arrangement
on behalf of any person who is or was a board member, officer, employee or agent of
the PID against any liability asserted against him and incurred by him in such a capacity
or arising out of his status as such a person, whether or not the PID would have the
power to indemnify him against that liability under this Section 6.03. If the insurance or
other arrangement is with a person or entity that is not regularly engaged in the
business of providing insurance coverage, the insurance or arrangement may provide
for payment of a liability with respect to which the PID would have the power to
indemnify the person only if including coverage for the additional liability has been
approved by the homeowners of the PID. Without limiting the power of the PID to
procure or maintain any kind of insurance or other arrangement, the PID may, for the
benefit of persons indemnified by the PID:
(1) Create a trust fund;
(2) Establish any form of self-insurance;
(3) Secure its indemnity obligation by grant of a security interest
or other lien on the assets of the PID; or
(4) Establish a letter of credit, guaranty, or surety arrangement.
The insurance or other arrangement may be procured, maintained, or established with
the PID or with any insurer or other person deemed appropriate by the board regardless
of whether all or part of the stock or other securities of the insurer or other person are
owned in whole or part by the PID. In the absence of fraud, the judgment of the board
as to the terms and conditions of the insurance or other arrangement and the identify of
the insurer or other person participating in a arrangement shall be conclusive and the
insurance or arrangement shall not be voidable and shall not subject the board
members approving the insurance or arrangement to liability, on any ground, regardless
of whether board members participating in the approval are beneficiaries of the
insurance or arrangement.
M. Any indemnification of or advance of expenses to a board member in
accordance with this Section 6.03 shall be reported in writing to the homeowners with
or before the notice or waiver of notice of the next homeowners' meeting or with or
before the next submission to homeowners of a consent to action without a meeting
and, in any case, within the 12-month period immediately following the date of
indemnification or advance.
N. As used in these Rules, the following terms have the meanings set
forth below:
(1) 'Board Member' means any person who is or was a board
member of the PID and any person who, while a board member of the PID, is or was
serving at the request of the PID as a director, officer, partner, venturer, proprietor,
trustee, employee, agent, or similar functionary of another PID or foreign or domestic
corporation, partnership, joint venture, sole proprietorship, trust, or other enterprise.
(2) 'Expenses' include court costs and attorneys' fees.
(3) 'Official capacity' means:
(a) when used with respect to a board member, the office
of board member in the PID, and;
(b) when used with respect to a person other than a board
member, the elective or appointive office in the PID held by the officer or the
employment or agency relationship undertaken by the employee or agent in behalf of
the PID but in each case does not include service for any other enterprise.
(4) 'Proceeding' means any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or
investigative, any appeal in such an action, suit, or proceeding, and any inquiry or
investigation that could lead to such an action, suit, or proceeding.
6.04—Other Indemnification. The foregoing rights of indemnification and
reimbursement shall not be exclusive of any other right to which any such person may
be entitled by law, agreement or otherwise.
6.05 —Transactions Between the PID and Certain Parties. With respect to any
contract or other transaction between the PID and any of its board members, officers,
or homeowners, or any firm in which any of them are
directly or indirectly interested, if:
(1) the material facts of the relationship or interest of each such board
member, officer, nominating ^ w,.,.,ittee v,.,n.,. beF or homeowner are known or disclosed
to the board and it nevertheless authorizes or ratifies the contract or transaction by a
majority of the board members present each such interested board member to be
counted in determining whether a quorum is present but not in calculating the majority
necessary to carry the vote; or
(2) the contract or transaction is fair to the PID as of the time it is
authorized or ratified by the board; then such contract or transaction shall not be invalid
solely because of such relationship or because of the presence of the board member,
officer or homeowner at the meeting authorizing the contract or transaction, or his or
her participation or vote in the meeting or authorization. This section shall not be
construed to invalidate a contract or transaction which would be valid in the absence of
this section.
ARTICLE VII
7.01— Amendment. The board shall have the power to alter, amend, or repeal
these Rules to the extent that such alteration or repeal does not conflict with the
Creation Documents or law.
7.02 — Severability. If any portion of these Rules shall be invalid or inoperative,
then, so far as is reasonable, the remainder of these Rules shall be considered valid and
operative and effect shall be given to the intent manifested by the portion held invalid
or inoperative.
I hereby certify that the above and foregoing Rules of the PID were adopted as
theme revised Rules of the PID by action of its board.
Date
(Insert name), President
(Insert name), Vice -President