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HomeMy WebLinkAboutGVPID-Governing-Rules_12.8.2009Rg� KI ARTICLE I 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. (Revised on 619109) 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 decisions for the PID lies with the City. -I- 102 - Number, Qualifications and Terms. (Revised per City ordinance 2009- 40). The Board shall consist of seven (7) members and up to three (3) alternates nominated by the Board in accordance with the procedures detailed in the Board's bylaws (Governing Rules), appointed by the mayor, and confirmed by City Council as follows: Five (5) members shall be resident homeowners in the Georgetown Village subdivision ("GV Members"); two (2) members shall be members of the entity that is developing Georgetown Village ("Development Members"). At such time as the development of the 811-acre Georgetown Village project is complete, as determined by the Development Members, the two (2) Development Members shall resign and be replaced by two (2) GV Members. . The term of office for all Board members shall be two (2) years. GV Members may be re -appointed once, for a maximum consecutive service period of four (4) years. After serving a maximum consecutive four-year period, and after a period of two (2) years has elapsed since the end of the GV Member's last term, the GV Member may again be nominated and appointed to serve for an additional term in accordance with this section. There are no limits on the terms of the Development Members. An alternate may accede to the position of board member for a particular board meeting in the event of a board member's absence and as needed to fill vacancies JRevised on 4122104). Vacancies in the positions of GV Members shall be filled by the Alternate representing the same homeowner group, if available. Board members may also serve as members on other City Council appointed boards, committees, or commissions. 2.03 - Recommendation and Appointment of Board Members. At each February meeting the nominating committee shall recommend persons for board membership. The nominating committee shall recommend for board membership three (3) GV Members for a term of one year, two (2) GV Members for a term of two (2) years, and (3) alternates. Upon the expiration of a member's term of office, the nominating committee 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 -2- The Development Members shall not be subject to the above -described term limits or election procedures, but shall serve at the pleasure of the Development Board and Council. In the event that the PID board has had significant turnover, such that the requirements outlined above cannot be met, 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 PID may be carried out consistent with Article 1, paragraph 1.03. Each board member appointed shall serve until his or her successor shall have been appointed (Revised on 619109). 2.04 — Equal Opportunity. The PID is an equal opportunity organization. The organization will not discriminate against any board member, board committee 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 and (ii) in the case of a Development Member, by the Development Board. (Revised on 619109). 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. fRevised 8120102) (Revised 11130104) (Revised 6191091 Regular meetings of the board may be held at such time and place as shall r from time to time be determined by the board. The regular quarterly meetings of the board shall be held in Febnmm May. Auciust and Novembe on the second Tuesday of each respective month, at six-oclock p.m., unless another time is set for a particular quarterly meeting by the board. -3- president and shall be called h»the secretary onthe written request mftwo (Z)board members. 2J09— gLuorum of Members. At all meetings ofthe board, a majority of the members shall constitute aquorum for the transaction Ofbusiness and the act Ofa majority of the members present atany meeting atwhich there }sa quorum shall be the act ofthe board. Consistent with Paragraph 2'02,ana}ternate(s) may accede tothe position ofboard member for aparticular board meeting iAthe event of a board nnennber's absence' Such action will be noted in the minutes of that particular meeting (Remised onu191mc)' 2.10— Minutes of Meetings. The board shall keep regular minutes Qratape recording of its open meetings and such minutes or tape recording shall be placed in the office mfthe PYO' Anon-board member may act assecretary and record the minutes ofthe board meetings. 2.11— AdvisorV Board. The PID's board may from time totime recommend tn the Council one ormore persons toserve onan Advisory Board pursuant to Texas statutory law and the Petition. The Council shall have final authority to appoint Advisory Board members. ARTICLE III 3.01 — The PID board shall solicit new members via the direct distribution to each eligible resident homeowner, anAPPLICATION TOSERVE C)NTHE GEQRGETOWN 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 ioaccordance with the guidelines ofParagraph 3,O4. VOTICES, TELEPUOVE17EETINGS AND OPEN MEETINGS 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 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. F! I 5.01 — Qualifications. The board shall elect a president, vice-president, treasurer and secretary. A non-member may serve in the ministerial position as secretary for the purposes of, preparing agenda, postings, and meeting minutes that satisfy the provisions of the Texas Open Meetings Act, but if the secretary is a non-member, he or she shall not be entitled to vote or take any other official actions other than preparing agenda, postings, and meeting minutes that satisfy the provisions of the Texas Open Meetings Act (Revised per City Ordinance 2009-40). Such other officers 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 fRevised on 6191091. 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 the' successors are elected or appointed and qualified, or until their ' death, resignation, removal from office. The remaining board members may fill any PID office vacancy occurring by reason of death, resignation, removal, or otherwise. I W 5.04 —Removal of Officers. Any officer such removal shad! be without prejcadce o be removed at any time by the board, but 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— authorizethese Rules, may any instrument in the name of • on behalf of 'ID, provided that the officer has obtained authorization from the Board and provided further that the contract or # i ♦ i rnment Code, Ordinance No. 99-22 (relating to the creation of the District and the levying of ♦,' the Service • AssessmentPlan • assessment on property in the District), r the the City Council approved budget for the District, as these may be amended from time to time (Revised by City Ordinance 2009-40). Such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee power or • to bind the PD by any contractit i The Board may establish such procedures, rules and regulations pertaining to l ., desirable provided • procedures•inconsistent with the Chapter of the City Code of Ordinances, Chapter 372 of the Texas Local Government Code, Ordinance No. 99-22 (relating to the creation of the District and the levying of assessments on property in the District), the Service and Assessment • • • ♦i= • •4 budget fordistrict, be amended from time to time. (Revised by City Ordinance 2009-40) 5.07-- i i iitations of # officer,alone, no 4 W66N;MI an amount that does not exceed ($1,000.001. The following actions shall specifically require the approval of a majority of the board: E�� 1. To borrow money on behalf of the PID and encumber its assets with a 1 1111111111 1�1117MIT-Tlmazrrplr lur '111 IlIiMG3= 11111F, 1! 1 t I : 3. To execute any lease for premises having a gross rentable square 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 [$1,001.001. 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 Secretaly. The secretary shall attend all meetings of the board and 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. -7- (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. e (b) To the exten,�Kthe 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 * .. 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 Development entity. 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 Development entity to collect and disburse its funds, and pay its expenses; thereafter the PID shall keep its books and record of account complete. The PID shall also keep written minutes or tape recordings of the proceedings of its nominating committee and board meetings. The PID board or Development Member 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/or 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. begin6.02 — Fiscal Year. The fiscal year of the PID shall October I and end on -8- September 30, unless otherwise fixed by the City. 6.03 — Indemnification. To the extent permitted • 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: I (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, board member maN not be indemnified under Para-.ra,#,h A of this Section in res,tect 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 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 M11 M 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 .. 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 •- legal counsel selected by the board • vote as si forth in subparagraph (1) • this Section 6.03 E., or, if such a quorum cannot be obtained • a majority vote • all board members; or I (3) By the homeowners in a vote that excludes the vote of any homeowner who is a named defendant or respondent in the proceeding. 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. U11 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 t.Wxe-2tew,,4 t+ �e mvie 2 x-.-me14efex-,0-.-At,#r resX*&fci%t ii% a ;tr,#)cee4inF, may �'e Aaiit 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 ma pay or reimburse expenses incurred by a board member in connection with his F& L E—r t, ?- t' Ur NW" Myti-.Z�g %*A��m I, , 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 -11- -el =6F ri 1-01, 1 =F1 I It , 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: (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, -12- 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 on 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, 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 va1_ir12,nIPIv;;;;; -13- 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. M I hereby certify that the above and foregoing Rules of the PID were adopted as the revised Rules of the PID, by action of its board. V -)v 1-1197-her 9' Date I Cheryl LV�elck President Georgetown Village Public IMProvement District #1 Chance Leigh, Developers Representative Green Builders, Inc. -15-