BCRUA_R-10-07-21-7D RESOLUTION NO. R-10-07-21-7D
WHEREAS, the Board of Directors of the Brushy Creek Regional Utility Authority
("BCRUA") wishes to amend the BCRUA Bylaws, Now Therefore
BE IT RESOLVED BY THE BRUSHY CREEK REGIONAL UTILITY
AUTHORITY,
That, subject to the approval of the Participating Cities, amendments to the BCRUA's
Bylaws be approved, as set forth in Exhibit "A" attached hereto and incorporated herein for all
purposes.
The Board of Directors hereby finds and declares that written notice of the date, hour,
place and subject of the meeting at which this Resolution was adopted was posted and that such
meeting was open to the public as required by law at all times during which this Resolution and
the subject matter hereof were discussed, considered and formally acted upon, all as required by
the Open Meetings Act, Chapter 551, Texas Government Code, as amended.
RESOLVED this 21 st day of July, 2010.
MI CH FULbkR, President
Bru egional Utility Authority
T T:
J1 Cowman, Secretary
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BYLAWS
OF THE
BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC.
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TABLE OF CONTENTS
ARTICLE I: PURPOSES ....................................................................................... 1
Section 1.01 Purposes .................................................................................... I
ARTICLE II: DIRECTORS....................................................................................2
Section 2.01 Appointment, Classes, Powers,Number, and Term of Office...2
Section 2.02 Meetings of Directors...............................................................3
Section 2.03 Annual Meeting.........................................................................3
Section 2.04 Regular Meetings ......................................................................3
Section 2.05 Special and Emergency Meetings..............................................3
Section2.06 Quorum .....................................................................................4
Section2.07 Voting........................................................................................4
Section 2.08 Conduct of Business..................................................................4
Section 2.09 Compensation of Directors........................................................5
Section 2.10 Director's Reliance on Consultant Information.........................5
ARTICLE III: OFFICERS......................................................................................5
Section 3.01 Titles and Term of Office..........................................................5
Section 3.02 Selection of Officers..................................................................6
Section 3.03 Powers and Duties of the President...........................................6
Section 3.04 Powers and Duties of the Vice-President..................................6
Section 3.05 Secretary....................................................................................7
Section 3.06 Compensation............................................................................7
Section 3.07 Officer's Reliance on Consultant Information...........................7
ARTICLE IV: ANNUAL OPERATING BUDGET............................................... 8
Section 4.01 Annual OperatinBudget and Fiscal Year................................ 8
ARTICLE V: INDEMNIFICATION...................................................................... 8
Section 5.01 Right to Indemnification ...........................................................8
Section 5.02 Indemnification of Employees and Agents.............................. 11
Section 5.03 Non-exclusivity of Rights........................................................ I 1
Section 5.04 Insurance................................................................................. 1 I
i
Section 5.05 Savings Clause ........................................................................ 11
ARTICLE VI: CODE OF ETHICS....................................................................... 12
Section 6.01 Policy and Procedures............................................................. 12
Section 6.02 Unlawful Acts ......................................................................... 12
Section 6.03 Nepotism................................................................................. 13
ARTICLE VII: AMENDMENTS......................................................................... 13
Section 7.01 Amendments............................................................................ 13
ARTICLE VIII: CONSENT OF CITY COUNCILS ............................................ 13
Section 8.01: Council Consent...................................................................... 13
ARTICLE IX: DISTRIBUTION OF NET INCOME........................................... 13
Section 9.01: Distribution of Net Income...................................................... 13
ARTICLE X: AUTHORITY TO CONTRACT.................................................... 14
Section 10.01 Authority to Contract............................................................... 14
ARTICLE XI: MISCELLANEOUS PROVISIONS............................................. 14
Section11.01 Seal.......................................................................................... 14
Section 11.02 Notice and Waiver of Notice................................................... 14
Section 11.03 Resignations............................................................................ 15
Section 11.04 Gender..................................................................................... 15
Section 11.05 Appropriations and Grants ...................................................... 15
ii
BYLAWS
OF THE
BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC.
ARTICLE I
PURPOSES
Section 1.01 Purposes. Brushy Creek Regional Utility Authority, Inc.
(the "Corporation") is organized for the purpose of aiding, assisting, and
acting on behalf of the cities of Round Rock, Cedar Park, and Leander, Texas
(collectively, the "Cities"), in the performance of their governmental
functions to promote the common good and general welfare of the Cities,
including, without limitation, the financing, construction, acquisition,
ownership, maintenance, and operation of a regional water transmission,
treatment and distribution and/or regional wastewater transmission, treatment
systems and/or water reuse system (the "Facilities") on behalf of the Cities,
and to perform such other governmental functions and purposes of the Cities
as may be determined from time to time by the City Councils of the Cities
(the "City Councils").
The Corporation is formed pursuant to the provisions of Subchapter D,
Chapter 431, Texas Transportation Code (the "Act") as it now or may
hereafter be amended, which authorizes the Corporation to assist and act on
behalf of the Cities to accomplish any governmental purpose of the Cities and
to engage in activities in the furtherance of the purposes for its creation.
The Corporation shall have and exercise all of the rights, powers,
privileges, authority, and functions, now or hereafter, given by the general
laws of the State of Texas to non-profit corporations incorporated under the
Act including, without limitation, the Texas Non-Profit Corporation Act,
Article 1396-1.01 et seq., Vernon's Texas Civil Statutes.
The Corporation shall have all other powers of a like or different nature
not prohibited by law which are available to non-profit corporations in Texas
and which are necessary or useful to enable the Corporation to perform the
purposes for which it is created, including the power to issue bonds, notes or
other obligations, and otherwise exercise its borrowing power to accomplish
the purposes for which it was created.
The Corporation is created as a local governmental corporation
pursuant to the Act and shall be a governmental unit within the meaning of
Subdivision (2), Section 101.001, Texas Civil Practice and Remedies Code.
The operations of the Corporation are governmental and not proprietary
functions for purposes of the Texas Tort Claims Act, Section 101.001 et seq.,
Texas Civil Practice and Remedies Code. The Corporation shall have the
power to acquire land in accordance with the Act as amended from time to
time.
ARTICLE II
DIRECTORS
Section 2.01. Appointment, Classes, Powers, Number, and Term of
Office. All powers of the Corporation shall be vested in the Board of
Directors (the "Board"). The Board shall consist of six (6) persons. Each City
shall have two (2) Directors appointed by the respective City Council.
One Director appointed by each City shall be either the Mayor or
Council member of the City, herein referred to as a "Council Director." The
other Director appointed by each City shall be either the Mayor or Council
member, a member of the staff, a resident, or a water customer of the City,
herein referred to as a "Citizen Director." In the event a City appoints two of
its City Council members as Directors, the City Council shall designate which
of its appointees is the Council Director and which is the Citizen Director.
The term of the existing Directors shall expire on July 1, 2011. The
term of the initial Citizen Director for each City shall expire on July 1, 2011.
Upon the expiration of the term of office of a Director, the City Council shall
appoint a Director as stated above, and the term of office for each appointed
Director shall be two (2) years. The number of Directors may subsequently be
either increased or decreased in accordance with the provisions of Article VI
of the Articles of Incorporation of the Corporation.
When any Council Director or Citizen Director ceases to hold his/her
elected position as the Mayor or Council member of a City, the City Council
of the subject City shall appoint a replacement Council Director or Citizen
Director, as appropriate, to fill the unexpired term. When any Citizen Director
ceases to be employed by the City, a resident of the City or a water customer
of the City, the Council of the subject City shall appoint a replacement
Citizen Director to fill the unexpired term.
2
Any Director may be removed at will by a majority vote of the City
Council that made such appointment and such City Council shall appoint a
new Director to complete the unexpired term.
In the event that a Director resigns, then such Director shall be
considered removed from the Board and the appropriate City Council shall
provide for the appointment of a new Council Director or Citizen Director, as
appropriate, to complete the unexpired term.
Section 2.02. Meetings of Directors. The Directors may hold their
meetings and may have an office and keep the books of the Corporation at
such place or places as the Board may from time to time determine; provided,
however, in the absence of any such determination, such places shall be the
registered office of the Corporation in the State of Texas.
The Board shall meet in accordance with and file notices of each
meeting of the Board as is required by Chapter 551, Government Code (the
"Open Meetings Act").
The Corporation, the Board, and any committee of the Board exercising
the powers of the Board are subject to Chapter 552, Government Code, and
(the "Public Information Act").
Section 2.03. Annual Meetings. The annual meeting of the Board shall
be held at the time and at the location in any of the Cities designated by the
resolution of the Board for the purposes of transacting such business as may
be brought before the meeting.
Section 2.04. Regular Meetings. Regular meetings of the Board shall
be held at such times and places as shall be designated, from time to time, by
a resolution of the Board.
Section 2.05. Special and Emergency Meetings. Special and
emergency meetings of the Board shall be held whenever called by the
President of the Board or by a majority of the Directors.
The Secretary shall give reasonable notice to all Directors of each
special meeting in person, by telephone, electronic transmission (e.g.,
facsimile transmission or electronic mail) or mail at least seventy-two (72)
3
hours before the meeting. Unless otherwise indicated in the notice thereof,
any and all matters pertaining to the purposes of the Corporation may be
considered and acted upon at a special or emergency meeting; provided that
all meetings shall comply with the Open Meetings Act.
Section 2.06. Quorum. Four Directors, being a majority of the Board,
shall constitute a quorum for the consideration of matters pertaining to the
purposes of the Corporation.
Section 2.07. Voting. Each City, acting through its Council Director,
shall be entitled to one vote on each matter to come before the Board. In the
absence of the Council Director at a meeting, the Citizen Director, if present,
shall be entitled to vote and the vote of the Citizen Director of such City shall
constitute the vote of the City. Except as provided herein, the affirmative
votes of at least two Cities present and voting at a meeting shall constitute a
binding act of the Board.
The affirmative votes of all three Cities shall be required to approve the
following matters:
1) The amendment of the Articles of Incorporation;
2) The amendment of these Bylaws; and
3) The addition of new members to the Corporation.
A Director who is present at a meeting of the Board at which any
corporate action is taken shall be presumed to have assented to such action,
unless his or her dissent shall be entered in the minutes of the meeting or
unless he or she shall file a written dissent to such action with the person
acting as the secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered mail to the Secretary of the Corporation
immediately after the adjournment of the meeting; and the Secretary shall
forward a copy of such dissent to the other Directors by mail within seven (7)
days. Such right to dissent shall not apply to a Director who voted in favor of
the action.
Section 2.08. Conduct of Business. At the meetings of the Board,
matters pertaining to the purposes of the Corporation shall be considered in
such order as from time to time the Board may determine.
4
At all meetings of the Board, the President shall preside, and in the
absence of the President, the Vice-President shall preside. In the absence of
the President and the Vice-President, an acting presiding officer shall be
chosen by the Board from among the Directors present.
The Secretary of the Corporation shall act as secretary of all meetings
of the Board, but in the absence of the Secretary, the presiding officer may
appoint any person to act as secretary of the meeting.
Section 2.09. Compensation of Directors; Reimbursement for
Expenses. Directors shall not receive any salary or compensation for their
services as Directors. Directors shall be reimbursed for their actual expenses
incurred in the performance of their duties as Directors.
Section 2.10. Director's Reliance on Consultant Information. A
Director shall not be liable if while acting in good faith and with ordinary
care, the Director relies on information, opinions, reports, or statements,
including financial statements and other financial data, concerning the
Corporation or another person that were prepared or presented by:
(a) one or more other officers or employees of the Corporation;
(b) legal counsel, public accountants, or other persons as to matters
the Director reasonably believes are within the person's
professional or expert competence; or
(c) a committee of the Board of which the Director is not a member.
ARTICLE III
OFFICERS
Section 3.01. Titles and Term of Office. The officers of the
Corporation shall be a President, a Vice-President, and a Secretary. The
President shall also serve as Chairman of the Board and the Vice-President
shall serve as Vice-Chairman of the Board. The term of the officers in place
on the date of the adoption of these amended Bylaws shall expire on July 1,
2010. Thereafter, the term of office for each officer shall be one (1)year.
5
Section 3.02. Selection of Officers. Only the three Council Directors
are eligible to serve as officers. It is the intent of the Cities that the officer
duties be shared equally among the three Cities. Accordingly, the officers of
the Board will rotate among the three Cities every year as set forth below:
Year One (July 2, 2010-July 1, 2011)
President Cedar Park's Council Director
Vice-President Round Rock's Council Director
Secretary Leander's Council Director
Year Two (July 2, 2011-July 1, 2012)
President Round Rock's Council Director
Vice-President Leander's Council Director
Secretary Cedar Park's Council Director
Year Three (July 2, 2012-July 1, 2013)
President Leander's Council Director
Vice-President Cedar Park's Council Director
Secretary Round Rock's Council Director
Thereafter, the officers shall continue to rotate among the three Cities
on the same three-year cycle as set forth above.
Section 3.03. Powers and Duties of the President. The President
shall be a member of the Board and shall preside at all meetings of the Board.
When authorized by the Board, the President or the Vice-President may sign
and execute all bonds, notes, deeds, conveyances, franchises, assignments,
mortgages, notes, contracts and other obligations in the name of the
Corporation. The President shall have such other duties as are assigned by the
Board. The President may call special and emergency meetings of the Board.
Section 3.04. Powers and Duties of the Vice-President. The Vice-
President shall perform the duties and exercise the powers of the President
upon the President's death, absence, disability, or resignation, or upon the
President's inability to perform the duties of his or her office. Any action
taken by the Vice-President in the performance of the duties of the President
shall be conclusive evidence of the absence or inability to act of the President
at the time such action was taken. The Vice-President shall have such other
powers and duties as may be assigned to him or her by the Board.
6
Section 3.05. Secretary. The Secretary shall keep or cause to be kept
the minutes of all meetings of the Board in books provided for that purpose;
he or she shall attend to the giving and serving of all notices; in furtherance of
the purposes of the Corporation and subject to the limitations contained in the
Articles of Incorporation, he or she may sign with the President in the name
of the Corporation and/or attest the signatures thereof, all contracts,
conveyances, franchises, bonds, deeds, assignments, mortgages, notes and
other instruments of the Corporation; he or she shall have charge of the
Corporation's books, records, documents and instruments, and such other
books and papers as the Board may direct, all of which shall at all reasonable
times be open to the inspection of any Director upon application at the office
of the Corporation during business hours; and, he or she shall, in general,
perform all duties incident to the office of Secretary subject to the control of
the Board. The Board shall have the discretion to delegate some or all of the
Secretary's duties to one or more staff members of the Corporation or of the
three Cities.
Section 3.06. Compensation. Officers are not entitled to compensation
except as otherwise provided in Section 2.09 of these Bylaws.
Section 3.07. Officer's Reliance on Consultant Information. In the
discharge of a duty imposed or power conferred on an officer of the
Corporation, the officer may in good faith and with ordinary care rely on
information, opinions, reports, or statements, including financial statements
and other financial data, concerning the Corporation or another person that
were prepared or presented by:
(a) one or more other officers or employees of the Corporation,
including Directors; or
(b) legal counsel, public accountants, or other persons as to matters
the officer reasonably believes are within the person's
professional or expert competence.
7
ARTICLE IV
BUDGET
Section 4.01. Annual Operating Budget and Fiscal Year. The fiscal
year of the Corporation shall commence on October I" of each year and end
on September 30`" of the following year. At least ninety (90) days prior to
October I" of each year, the Board shall prepare and adopt a proposed budget
of expected revenues and proposed expenditures for the next ensuing fiscal
year, such budget referred to herein as the "BCRUA Annual Operating
Budget." The BCRUA Annual Operating Budget shall contain such --- Deleted:b
classifications and shall be in such form as may be prescribed from time to
time by the City Councils. The BCRUA Annual Operatin&Budget proposed -- J Deleted:b
for adoption shall include the projected expenses, and such other budgetary
information as shall be required by the City Councils for their approval and
adoption. The BCRUA Annual Operating Budget shall be considered adopted - Deleted:b
upon formal approval of all three City Councils. Should any of the City
Councils take no final action on or before October I", the proposed BCRUA
Annual Operating Budget shall be deemed to have been finally adopted by - Deleted:b
such City Council.
ARTICLE V
INDEMNIFICATION
Section 5.01. Right to Indemnification.
A. Definitions in this Article:
1. Covered person includes current and former Directors,
committee members, employees of the Corporation, and
officers and former officers and the estate of current or
former Directors, ex-officio Directors, officers and former
officers or employees of the Corporation
2. Loss means a sum of money which a covered person is
legally obligated to pay.
3. Proceeding means any threatened, pending or completed
claim, action, suit or civil, criminal, administrative,
arbitrative or investigative proceeding.
8
B. Coverage Generally. To the fullest extent permitted by law, the
Corporation shall indemnify and defend a covered person in
accordance with this Section from and against a loss arising in
connection with a proceeding relating to an act or omission of
the covered person during the course and scope of the covered
person's office or employment for the Corporation.
C. Additional Coverage. In addition to the coverage described in
subsection B of this Section, the Corporation will pay the
following:
1. The Corporation's expenses in investigating and defending
the proceeding;
2. Court costs assessed against a covered person;
3. Reasonable expenses of the covered person incurred at the
Corporation's request or with the Corporation's approval;
and
4. Attorney's fees ordered by a court to be paid by the
covered person.
D. Criteria for Coverage. To be entitled to coverage under this
Section, a covered person must:
1. Notify the Corporation's General Manager or legal
counsel in writing as soon as practicable, but not later than
three (3) working days, after receipt of written notice of a
proceeding;
2. Cooperate with the Corporation in the conduct of the
proceeding, negotiation of settlements, and enforcement of
any rights of the Corporation or the covered person against
any claimant;
3. Attend depositions, hearings and trials, and assist in
securing evidence and obtaining attendance of witnesses;
9
4. Not, except with the written consent of the Corporation's
General Manager or legal counsel, enter into any
agreement or stipulation concerning a proceeding;
5. Not, except with the written consent of the Corporation's
General Manager or legal counsel, or upon request of a
public officer at the scene of an accident, give any oral or
written statement concerning the accident; and
6. Not, except at the covered person's own cost, voluntarily
make any payment, assume any obligation or incur any
expense in connection with a proceeding without the
consent of the Corporation's General Manager or legal
counsel.
E. Exemptions. Coverage under this Section will not apply to a
claim or suit brought against a covered person:
1. By the Corporation;
2. Arising from the intentional or knowing violation of a
penal statute or law committed by or with the knowledge
and consent of the covered person, or arising from a
fraudulent act committed by or at the direction of the
covered person;
3. If the covered person joins or attempts to join a proceeding
against the Corporation or an officer or employee of the
Corporation with a proceeding against the covered person;
or
4. If the covered person fails to comply with subsection (e)
of this Section.
F. Investigation, negotiation, settlement. The Corporation may
investigate, retain counsel, negotiate and settle any proceeding as
it determines to be reasonable and prudent.
G. Subrogation of rights. A covered person, in accepting coverage
under this Section, agrees to allow the Corporation to be
10
subrogated to any rights of the covered person to the extent of
the Corporation's obligations and payments under this Section.
H. Conflict of Interest. If the Corporation's General Manager or
legal counsel determines there is a conflict between the interests
of the Corporation and those of the person involved in a
proceeding, the Corporation may designate and pay the
reasonable fees of a separate attorney.
I. Disciplinary action. Nothing is this Section will affect the
Corporation's right to take disciplinary action against a covered
person for conduct otherwise indemnified or defended by the
Corporation under this Section.
Section 5.02. Indemnification of Employees and Agents. The
Corporation, by adoption of a resolution of the Board, may indemnify and
advance expenses to an employee or agent of the Corporation to the same
extent and subject to the same conditions under which it may indemnify and
advance expenses to Directors and officers under this Article V; and the
Corporation may indemnify and advance expenses to persons who are not or
were not Directors, officers, employees or agents of the Corporation but who
are or were serving at the request of the Corporation as a Director, officer,
partner, venture proprietor, trustee, employee, agent or similar functionary of
another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise against any
liability asserted against him or her and incurred by him or her in such a
capacity or arising out of his or her status such a person to the same extent
that it may indemnify and advance expenses to Directors under this Article V.
Section 5.03. Non-exclusivity of Rights. The right to indemnification
conferred in this Article V shall not be exclusive of any other right which a
covered person may have or hereafter acquire under any law (common or
statutory), these Bylaws, written agreement with the Corporation, vote of
disinterested Directors or otherwise.
Section 5.04. Insurance. The Corporation may purchase and maintain
insurance, at its expense, to protect itself and any covered person against any
expense, liability or loss, whether or not the Corporation would have power to
indemnify such person against such expense, liability or loss under this
Article V.
1]
Section 5.05. Savings Clause. If this Article V or any portion hereof
shall be invalidated on any ground by any court of competent jurisdiction,
then the Corporation shall nevertheless indemnify and hold harmless each
covered person with respect to a proceeding to the extent permitted by any
applicable portion of this Article V that shall not have been invalidated and to
the fullest extent permitted by applicable law.
ARTICLE VI
CODE OF ETHICS
Section 6.01. Policy and Purposes.
A. It is the policy of the Corporation that Directors and officers
conduct themselves in a manner consistent with sound business
and ethical practices; that the public interest always be
considered in conducting corporate business; that the appearance
of impropriety by avoided to ensure and maintain the public
confidence in the Corporation; and that the Board establish
policies to control and manage the affairs of the Corporation
fairly, impartially, and without discrimination.
B. This Code of Ethics has been adopted as part of the Board's
Bylaws for the following purposes: (a) to encourage high ethical
standards in official conduct by Directors and corporate officers;
and (b) to establish guidelines for such ethical standards of
conduct.
Section 6.02. Unlawful Acts. A Director or officer shall not
intentionally or knowingly offer, confer or agree to confer on another, or
solicit, or agree to accept from another:
(a) any benefit as consideration for the Director or officer's
decision, opinion, recommendation, vote, or other exercise
of discretion as a Director or officer;
(b) any benefit as consideration for the Director's or officer's,
decision, vote, recommendation, or other exercise of
official discretion in a judicial or administrative
proceeding; or
12
(c) any benefit as consideration for a violation of a duty
imposed by law on the Director or officer.
Section 6.03. Nepotism. No Director or officer shall appoint, or vote
for, or confirm the appointment to any office, position, clerkship, employment
or duty, or any person related within the second degree by affinity (marriage
relationship) or within the third degree of consanguinity (blood relationship)
to the Director or officer so appointing, voting or confirming, or to any other
Director or officer. This provision shall not prevent the appointment, voting
for, or confirmation of any person who shall have been continuously
employed in such office, position, clerkship, employment or duty at least
thirty (30) days prior to the appointment of the Director or officer so
appointing or voting.
ARTICLE VII
AMENDMENTS
Section 7.01. Amendments. A proposal to alter, amend, or repeal
these Bylaws shall be made by the affirmative vote of all the Directors at any
annual or regular meeting, or at any special meeting if notice of the proposed
amendment be contained in the notice of said special meeting. However, any
proposed change or amendment to the Bylaws must be approved by the three
City Councils to be effective.
ARTICLE VIII
CONSENT OF CITY COUNCILS
Section 8.01. Council Consent. To the extent that these Bylaws refer
to approval by the Cities or refer to advice and consent by the Cities, such
approval or advice and consent shall be evidenced by a certified copy of a
resolution or other official action duly adopted by each of the City Councils.
There shall be no implied consent, obligation or liability to the Cities by any
action of the Corporation.
ARTICLE IX
DISTRIBUTION OF NET INCOME
Section 9.01. Distribution of Net Income. Unless otherwise
determined by the City Councils in accordance with the provisions of Section
13
431.107 of the Transportation Code, any income earned by the Corporation
after payment of reasonable expenses, debt, and the establishment of a reserve
sufficient to cover estimated expenditures for future activities, shall either be
retained by the Corporation or distributed to the Cities in an equitable manner
to be determined by the three City Councils taking into consideration the
relative use of the Facilities and the initial capital investments of the
respective Cities. In the event that the Facilities cease to operate, the three
City Councils may either direct that (a) the Corporation retain such income,
but only in such a manner so as to ensure compliance with all then applicable
federal tax law relating to the Corporation and its non-profit status, or (b) the
Cities receive any such income earned by the Corporation in an equitable
manner determined by the three City Councils as set forth above.
ARTICLE X
AUTHORITY TO CONTRACT
Section 10.01. Authority to Contract.
A. Except as provided below, the Board may 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.,The Board may contract with one or more of the Deleted: All
contracts that provide
Cities to Utilize the services of staff and employees of the for the expenditure of
sums that are not in
respective Cities. the Budget must be
approved by all three
(3)City Councils.All
B. ,All contracts or expenditures must me approved by all three (3) contracts that provide
for the expenditure of
City Councils, unless such contracts or expenditures are included Five Hundred
in the BCRtJA Annual O eratin Bud et, or otherwise have thousand Dollars
1� �i � ($500,000)or more
been previously approved by all three (3) City Councils. must be approved by
all three(3)City
Councils.
C. All contracts, change orders, and/or quantity adjustments that Deleted:All
contracts that provide
provide for the expenditure of Five Hundred Thousand Dollars for the expenditure of
sums that are not in
($500,000) or more must be approved by all three (3) City the BCRUA Annual
Councils. Budget must be
approved by all three
(3)City Councils.
14
D. Change orders and/or quantity adjustments in an amount up to
Five Hundred Thousand Dollars ($500,000) for contracts that
provide for the expenditure of sums that are in the BCRUA
Annual Operating~ Budget or that were previously pproved by
all three (3) Cities may be approved by the Board, or the General
Manager as provided in E. below.
Deleted:B..The
... _ Board may contract
with one or more of
E. The Board maybservices o
y resolution give the General Manager general the Cities f utilize the
f staff'and
authority to execute contracts, change orders, quantity employees ofthe
respective Cities.
adjustments and/or to otherwise authorize the expenditure of Formatted:Font:
funds, so long as such authority is otherwise in compliance with Not sold
the terms and provisions of the Articles of Incorporation, these
Bylaws and state law. In addition to the foregoing, the General
Manaf;er shall have the authority to execute on behalf of the
Corporation standard form documents, including but not limited
to deeds, releases of liens, rental agreements, easements, right-
of-way agreements, and similar documents under the following
conditions:
(1) The execution of the document is necessa>y to carry out a
project, program or policy that has been approved by the Board
and/or the Cities;
(2) All blanks are filled in correctly and such document is
consistent with the objectives approved by the Board and/or the
Cities,• and
(3) The form of such document shall be approved by the
Board's attorney or one or more of the attorneys for the Cities.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Seal. The seal of the Corporation shall be such as from
time to time may be approved by the Board.
Section 11.02. Notice and Waiver of Notice. Whenever any notice
whatever is required to be given under the provisions of these Bylaws, such
15
notice shall be deemed to be sufficient if given by depositing the same in a
post office box in a sealed postpaid wrapper addressed to the person entitled
thereto at his or her post office address, as it appears on the books of the
Corporation, and such notice shall be deemed to have been given on the day
of such mailing. A waiver of notice, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
Section 11.03. Resignations. Any Director or officer may resign at
any time. Such resignations shall be made in writing and shall take effect at
the time specified therein, or, if no time be specified, at the time of its receipt
by the President or Secretary. The acceptance of a resignation shall not be
necessary to make it effective, unless expressly so provided in the resignation.
Section 11.04. Gender. References herein to the masculine gender
shall also refer to the feminine in all appropriate cases, and vice versa.
Section 11.05. Appropriations and Grants. The Corporation shall
have the power to request and accept any appropriation, grant, contribution,
donation, or other form of aid from the federal government, the State, or from
any other source.
Approved and adopted by a unanimous vote of the Brushy Creek Regional
Utility Authority Board of Directors this day of 2010.
Mitch Fuller, President
Attest:
John Cowman, Board Secretary
16
Approved by the Cedar Park City Council this_day of , 2010.
Bob Lemon, Mayor
Attest:
LeAnn Quinn, City Secretary
17
Approved by the Leander City Council this day of , 2010.
John Cowman, Mayor
Attest:
Debbie Haile, City Secretary
18
Approved by the Round Rock City Council this day of , 2010.
Alan McGraw, Mayor
Attest:
Sara White, City Secretary
19
EXECUTED
DOCUMENT
FOLLOWS
BYLAWS
OF THE
BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC.
Bylaws-Revised Draft-clean-7-14-10(00197652).DOC
TABLE OF CONTENTS
ARTICLEI: PURPOSES..........................................................................................1
Section1.01 Purposes ......................................................................................1
ARTICLE II: DIRECTORS......................................................................................2
Section 2.01 Appointment, Classes, Powers, Number, and Term of Office ...2
Section 2.02 Meetings of Directors.................................................................3
Section 2.03 Annual Meeting...........................................................................3
Section 2.04 Regular Meetings........................................................................3
Section 2.05 Special and Emergency Meetings...............................................3
Section2.06 Quorum .......................................................................................4
Section2.07 Voting..........................................................................................4
Section 2.08 Conduct of Business....................................................................4
Section 2.09 Compensation of Directors .........................................................5
Section 2.10 Director's Reliance on Consultant Information..........................5
ARTICLE III: OFFICERS........................................................................................5
Section 3.01 Titles and Term of Office ...........................................................5
Section 3.02 Selection of Officers ...................................................................6
Section 3.03 Powers and Duties of the President ............................................6
Section 3.04 Powers and Duties of the Vice-President ...................................6
Section 3.05 Secretary......................................................................................7
Section 3.06 Compensation..............................................................................7
Section 3.07 Officer's Reliance on Consultant Information............................7
ARTICLE IV: ANNUAL OPERATING BUDGET ................................................8
Section 4.01 Annual Operating Budget and Fiscal Year.................................8
ARTICLE V: INDEMNIFICATION........................................................................8
Section 5.01 Right to Indemnification.............................................................8
Section 5.02 Indemnification of Employees and Agents...............................l l
Section 5.03 Non-exclusivity of Rights.........................................................11
Section5.04 Insurance ...................................................................................11
i
Section 5.05 Savings Clause..........................................................................11
ARTICLE VI: CODE OF ETHICS ........................................................................12
Section 6.01 Policy and Procedures...............................................................12
Section 6.02 Unlawful Acts ...........................................................................12
Section6.03 Nepotism...................................................................................13
ARTICLE VII: AMENDMENTS...........................................................................13
Section 7.01 Amendments .............................................................................13
ARTICLE VIII: CONSENT OF CITY COUNCILS..............................................13
Section 8.01: Council Consent........................................................................13
ARTICLE IX: DISTRIBUTION OF NET INCOME ............................................13
Section 9.01: Distribution of Net Income.......................................................13
ARTICLE X: AUTHORITY TO CONTRACT .....................................................14
Section 10.01 Authority to Contract................................................................14
ARTICLE XI: MISCELLANEOUS PROVISIONS ..............................................14
Section11.01 Seal............................................................................................14
Section 11.02 Notice and Waiver of Notice ....................................................14
Section 11.03 Resignations..............................................................................15
Section11.04 Gender.......................................................................................15
Section 11.05 Appropriations and Grants........................................................15
ii
BYLAWS
OF THE
BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC.
ARTICLE I
PURPOSES
Section 1.01 Purposes. Brushy Creek Regional Utility Authority, Inc.
(the "Corporation") is organized for the purpose of aiding, assisting, and
acting on behalf of the cities of Round Rock, Cedar Park, and Leander, Texas
(collectively, the "Cities"), in the performance of their governmental
functions to promote the common good and general welfare of the Cities,
including, without limitation, the financing, construction, acquisition,
ownership, maintenance, and operation of a regional water transmission,
treatment and distribution and/or regional wastewater transmission, treatment
systems and/or water reuse system (the "Facilities") on behalf of the Cities,
and to perform such other governmental functions and purposes of the Cities
as may be determined from time to time by the City Councils of the Cities
(the "City Councils").
The Corporation is formed pursuant to the provisions of Subchapter D,
Chapter 431, Texas Transportation Code (the "Act") as it now or may
hereafter be amended, which authorizes the Corporation to assist and act on
behalf of the Cities to accomplish any governmental purpose of the Cities and
to engage in activities in the furtherance of the purposes for its creation.
The Corporation shall have and exercise all of the rights, powers,
privileges, authority, and functions, now or hereafter, given by the general
laws of the State of Texas to non-profit corporations incorporated under the
Act including, without limitation, the Texas Non-Profit Corporation Act,
Article 1396-1.01 et seq., Vernon's Texas Civil Statutes.
The Corporation shall have all other powers of a like or different nature
not prohibited by law which are available to non-profit corporations in Texas
and which are necessary or useful to enable the Corporation to perform the
purposes for which it is created, including the power to issue bonds, notes or
other obligations, and otherwise exercise its borrowing power to accomplish
the purposes for which it was created.
1
The Corporation is created as a local governmental corporation
pursuant to the Act and shall be a governmental unit within the meaning of
Subdivision (2), Section 101.001, Texas Civil Practice and Remedies Code.
The operations of the Corporation are governmental and not proprietary
functions for purposes of the Texas Tort Claims Act, Section 101.001 et seq.,
Texas Civil Practice and Remedies Code. The Corporation shall have the
power to acquire land in accordance with the Act as amended from time to
time.
ARTICLE II
DIRECTORS
Section 2.01. Appointment, Classes, Powers, Number, and Term of
Office. All powers of the Corporation shall be vested in the Board of
Directors (the "Board"). The Board shall consist of six (6) persons. Each City
shall have two (2) Directors appointed by the respective City Council.
One Director appointed by each City shall be either the Mayor or
Council member of the City, herein referred to as a "Council Director." The
other Director appointed by each City shall be either the Mayor or Council
member, a member of the staff, a resident, or a water customer of the City,
herein referred to as a "Citizen Director." In the event a City appoints two of
its City Council members as Directors, the City Council shall designate which
of its appointees is the Council Director and which is the Citizen Director.
The term of the existing Directors shall expire on July 1, 2011. The
term of the initial Citizen Director for each City shall expire on July 1, 2011.
Upon the expiration of the term of office of a Director, the City Council shall
appoint a Director as stated above, and the term of office for each appointed
Director shall be two (2) years. The number of Directors may subsequently be
either increased or decreased in accordance with the provisions of Article VI
of the Articles of Incorporation of the Corporation.
When any Council Director or Citizen Director ceases to hold his/her
elected position as the Mayor or Council member of a City, the City Council
of the subject City shall appoint a replacement Council Director or Citizen
Director, as appropriate, to fill the unexpired term. When any Citizen Director
ceases to be employed by the City, a resident of the City or a water customer
of the City, the Council of the subject City shall appoint a replacement
Citizen Director to fill the unexpired term.
2
Any Director may be removed at will by a majority vote of the City
Council that made such appointment and such City Council shall appoint a
new Director to complete the unexpired term.
In the event that a Director resigns, then such Director shall be
considered removed from the Board and the appropriate City Council shall
provide for the appointment of a new Council Director or Citizen Director, as
appropriate, to complete the unexpired term.
Section 2.02. Meetings of Directors. The Directors may hold their
meetings and may have an office and keep the books of the Corporation at
such place or places as the Board may from time to time determine; provided,
however, in the absence of any such determination, such places shall be the
registered office of the Corporation in the State of Texas.
The Board shall meet in accordance with and file notices of each
meeting of the Board as is required by Chapter 551, Government Code (the
"Open Meetings Act").
The Corporation, the Board, and any committee of the Board exercising
the powers of the Board are subject to Chapter 552, Government Code, and
(the "Public Information Act").
Section 2.03. Annual Meetings. The annual meeting of the Board shall
be held at the time and at the location in any of the Cities designated by the
resolution of the Board for the purposes of transacting such business as may
be brought before the meeting.
Section 2.04. Regular Meetings. Regular meetings of the Board shall
be held at such times and places as shall be designated, from time to time, by
a resolution of the Board.
Section 2.05. Special and Emergency Meetings. Special and
emergency meetings of the Board shall be held whenever called by the
President of the Board or by a majority of the Directors.
The Secretary shall give reasonable notice to all Directors of each
special meeting in person, by telephone, electronic transmission (e.g.,
facsimile transmission or electronic mail) or mail at least seventy-two (72)
3
hours before the meeting. Unless otherwise indicated in the notice thereof,
any and all matters pertaining to the purposes of the Corporation may be
considered and acted upon at a special or emergency meeting; provided that
all meetings shall comply with the Open Meetings Act.
Section 2.06. Quorum. Four Directors, being a majority of the Board,
shall constitute a quorum for the consideration of matters pertaining to the
purposes of the Corporation.
Section 2.07. Voting. Each City, acting through its Council Director,
shall be entitled to one vote on each matter to come before the Board. In the
absence of the Council Director at a meeting, the Citizen Director, if present,
shall be entitled to vote and the vote of the Citizen Director of such City shall
constitute the vote of the City. Except as provided herein, the affirmative
votes of at least two Cities present and voting at a meeting shall constitute a
binding act of the Board.
The affirmative votes of all three Cities shall be required to approve the
following matters:
1) The amendment of the Articles of Incorporation;
2) The amendment of these Bylaws; and
3) The addition of new members to the Corporation.
A Director who is present at a meeting of the Board at which any
corporate action is taken shall be presumed to have assented to such action,
unless his or her dissent shall be entered in the minutes of the meeting or
unless he or she shall file a written dissent to such action with the person
acting as the secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered mail to the Secretary of the Corporation
immediately after the adjournment of the meeting; and the Secretary shall
forward a copy of such dissent to the other Directors by mail within seven (7)
days. Such right to dissent shall not apply to a Director who voted in favor of
the action.
Section 2.08. Conduct of Business. At the meetings of the Board,
matters pertaining to the purposes of the Corporation shall be considered in
such order as from time to time the Board may determine.
4
At all meetings of the Board, the President shall preside, and in the
absence of the President, the Vice-President shall preside. In the absence of
the President and the Vice-President, an acting presiding officer shall be
chosen by the Board from among the Directors present.
The Secretary of the Corporation shall act as secretary of all meetings
of the Board, but in the absence of the Secretary, the presiding officer may
appoint any person to act as secretary of the meeting.
Section 2.09. Compensation of Directors; Reimbursement for
Expenses. Directors shall not receive any salary or compensation for their
services as Directors. Directors shall be reimbursed for their actual expenses
incurred in the performance of their duties as Directors.
Section 2.10. Director's Reliance on Consultant Information. A
Director shall not be liable if while acting in good faith and with ordinary
care, the Director relies on information, opinions, reports, or statements,
including financial statements and other financial data, concerning the
Corporation or another person that were prepared or presented by:
(a) one or more other officers or employees of the Corporation;
(b) legal counsel, public accountants, or other persons as to matters
the Director reasonably believes are within the person's
professional or expert competence; or
(c) a committee of the Board of which the Director is not a member.
ARTICLE III
OFFICERS
Section 3.01. Titles and Term of Office. The officers of the
Corporation shall be a President, a Vice-President, and a Secretary. The
President shall also serve as Chairman of the Board and the Vice-President
shall serve as Vice-Chairman of the Board. The term of the officers in place
on the date of the adoption of these amended Bylaws shall expire on July 1,
2010. Thereafter, the term of office for each officer shall be one (1) year.
5
Section 3.02. Selection of Officers. Only the three Council Directors
are eligible to serve as officers. It is the intent of the Cities that the officer
duties be shared equally among the three Cities. Accordingly, the officers of
the Board will rotate among the three Cities every year as set forth below:
Year One (July 2, 2010-July 1, 2011)
President Cedar Park's Council Director
Vice-President Round Rock's Council Director
Secretary Leander's Council Director
Year Two (July 2, 2011-July 1, 2012)
President Round Rock's Council Director
Vice-President Leander's Council Director
Secretary Cedar Park's Council Director
Year Three (July 2, 2012-July 1, 2013)
President Leander's Council Director
Vice-President Cedar Park's Council Director
Secretary Round Rock's Council Director
Thereafter, the officers shall continue to rotate among the three Cities
on the same three-year cycle as set forth above.
Section 3.03. Powers and Duties of the President. The President
shall be a member of the Board and shall preside at all meetings of the Board.
When authorized by the Board, the President or the Vice-President may sign
and execute all bonds, notes, deeds, conveyances, franchises, assignments,
mortgages, notes, contracts and other obligations in the name of the
Corporation. The President shall have such other duties as are assigned by the
Board. The President may call special and emergency meetings of the Board.
Section 3.04. Powers and Duties of the Vice-President. The Vice-
President shall perform the duties and exercise the powers of the President
upon the President's death, absence, disability, or resignation, or upon the
President's inability to perform the duties of his or her office. Any action
taken by the Vice-President in the performance of the duties of the President
shall be conclusive evidence of the absence or inability to act of the President
at the time such action was taken. The Vice-President shall have such other
powers and duties as may be assigned to him or her by the Board.
6
Section 3.05. Secretary. The Secretary shall keep or cause to be kept
the minutes of all meetings of the Board in books provided for that purpose;
he or she shall attend to the giving and serving of all notices; in furtherance of
the purposes of the Corporation and subject to the limitations contained in the
Articles of Incorporation, he or she may sign with the President in the name
of the Corporation and/or attest the signatures thereof, all contracts,
conveyances, franchises, bonds, deeds, assignments, mortgages, notes and
other instruments of the Corporation; he or she shall have charge of the
Corporation's books, records, documents and instruments, and such other
books and papers as the Board may direct, all of which shall at all reasonable
times be open to the inspection of any Director upon application at the office
of the Corporation during business hours; and, he or she shall, in general,
perform all duties incident to the office of Secretary subject to the control of
the Board. The Board shall have the discretion to delegate some or all of the
Secretary's duties to one or more staff members of the Corporation or of the
three Cities.
Section 3.06. Compensation. Officers are not entitled to compensation
except as otherwise provided in Section 2.09 of these Bylaws.
Section 3.07. Officer's Reliance on Consultant Information. In the
discharge of a duty imposed or power conferred on an officer of the
Corporation, the officer may in good faith and with ordinary care rely on
information, opinions, reports, or statements, including financial statements
and other financial data, concerning the Corporation or another person that
were prepared or presented by:
(a) one or more other officers or employees of the Corporation,
including Directors; or
(b) legal counsel, public accountants, or other persons as to matters
the officer reasonably believes are within the person's
professional or expert competence.
7
ARTICLE IV
BUDGET
Section 4.01. Annual Operating Budget and Fiscal Year. The fiscal
year of the Corporation shall commence on October 1St of each year and end
on September 301h of the following year. At least sixty (60) days prior to
October 1St of each year, the Board shall prepare and adopt a proposed budget
of expected revenues and proposed expenditures for the next ensuing fiscal
year, such budget referred to herein as the "BCRUA Annual Operating
Budget." The BCRUA Annual Operating Budget shall contain such
classifications and shall be in such form as may be prescribed from time to
time by the City Councils. The BCRUA Annual Operating Budget proposed
for adoption shall include the projected expenses, and such other budgetary
information as shall be required by the City Councils for their approval and
adoption. The BCRUA Annual Operating Budget shall be considered adopted
upon formal approval of all three City Councils. Should any of the City
Councils take no final action on or before October 1St, the proposed BCRUA
Annual Operating Budget shall be deemed to have been finally adopted by
such City Council.
ARTICLE V
INDEMNIFICATION
Section 5.01. Right to Indemnification.
A. Definitions in this Article:
1. Covered person includes current and former Directors,
committee members, employees of the Corporation, and
officers and former officers and the estate of current or
former Directors, ex-officio Directors, officers and former
officers or employees of the Corporation
2. Loss means a sum of money which a covered person is
legally obligated to pay.
3. Proceeding means any threatened, pending or completed
claim, action, suit or civil, criminal, administrative,
arbitrative or investigative proceeding.
8
B. Coverage Generally. To the fullest extent permitted by law, the
Corporation shall indemnify and defend a covered person in
accordance with this Section from and against a loss arising in
connection with a proceeding relating to an act or omission of
the covered person during the course and scope of the covered
person's office or employment for the Corporation.
C. Additional Coverage. In addition to the coverage described in
subsection B of this Section, the Corporation will pay the
following:
1. The Corporation's expenses in investigating and defending
the proceeding;
2. Court costs assessed against a covered person;
3. Reasonable expenses of the covered person incurred at the
Corporation's request or with the Corporation's approval;
and
4. Attorney's fees ordered by a court to be paid by the
covered person.
D. Criteria for Coverage. To be entitled to coverage under this
Section, a covered person must:
1. Notify the Corporation's General Manager or legal
counsel in writing as soon as practicable, but not later than
three (3) working days, after receipt of written notice of a
proceeding;
2. Cooperate with the Corporation in the conduct of the
proceeding, negotiation of settlements, and enforcement of
any rights of the Corporation or the covered person against
any claimant;
3. Attend depositions, hearings and trials, and assist in
securing evidence and obtaining attendance of witnesses;
9
4. Not, except with the written consent of the Corporation's
General Manager or legal counsel, enter into any
agreement or stipulation concerning a proceeding;
5. Not, except with the written consent of the Corporation's
General Manager or legal counsel, or upon request of a
public officer at the scene of an accident, give any oral or
written statement concerning the accident; and
6. Not, except at the covered person's own cost, voluntarily
make any payment, assume any obligation or incur any
expense in connection with a proceeding without the
consent of the Corporation's General Manager or legal
counsel.
E. Exemptions. Coverage under this Section will not apply to a
claim or suit brought against a covered person:
1. By the Corporation;
2. Arising from the intentional or knowing violation of a
penal statute or law committed by or with the knowledge
and consent of the covered person, or arising from a
fraudulent act committed by or at the direction of the
covered person;
3. If the covered person joins or attempts to join a proceeding
against the Corporation or an officer or employee of the
Corporation with a proceeding against the covered person;
or
4. If the covered person fails to comply with subsection (e)
of this Section.
F. Investigation, negotiation, settlement. The Corporation may
investigate, retain counsel, negotiate and settle any proceeding as
it determines to be reasonable and prudent.
G. Subrogation of rights. A covered person, in accepting coverage
under this Section, agrees to allow the Corporation to be
10
subrogated to any rights of the covered person to the extent of
the Corporation's obligations and payments under this Section.
H. Conflict of Interest. If the Corporation's General Manager or
legal counsel determines there is a conflict between the interests
of the Corporation and those of the person involved in a
proceeding, the Corporation may designate and pay the
reasonable fees of a separate attorney.
I. Disciplinary action. Nothing is this Section will affect the
Corporation's right to take disciplinary action against a covered
person for conduct otherwise indemnified or defended by the
Corporation under this Section.
Section 5.02. Indemnification of Employees and Agents. The
Corporation, by adoption of a resolution of the Board, may indemnify and
advance expenses to an employee or agent of the Corporation to the same
extent and subject to the same conditions under which it may indemnify and
advance expenses to Directors and officers under this Article V; and the
Corporation may indemnify and advance expenses to persons who are not or
were not Directors, officers, employees or agents of the Corporation but who
are or were serving at the request of the Corporation as a Director, officer,
partner, venture proprietor, trustee, employee, agent or similar functionary of
another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise against any
liability asserted against him or her and incurred by him or her in such a
capacity or arising out of his or her status such a person to the same extent
that it may indemnify and advance expenses to Directors under this Article V.
Section 5.03. Non-exclusivity of Rights. The right to indemnification
conferred in this Article V shall not be exclusive of any other right which a
covered person may have or hereafter acquire under any law (common or
statutory), these Bylaws, written agreement with the Corporation, vote of
disinterested Directors or otherwise.
Section 5.04. Insurance. The Corporation may purchase and maintain
insurance, at its expense, to protect itself and any covered person against any
expense, liability or loss, whether or not the Corporation would have power to
indemnify such person against such expense, liability or loss under this
Article V.
11
Section 5.05. Savings Clause. If this Article V or any portion hereof
shall be invalidated on any ground by any court of competent jurisdiction,
then the Corporation shall nevertheless indemnify and hold harmless each
covered person with respect to a proceeding to the extent permitted by any
applicable portion of this Article V that shall not have been invalidated and to
the fullest extent permitted by applicable law.
ARTICLE VI
CODE OF ETHICS
Section 6.01. Policy and Purposes.
A. It is the policy of the Corporation that Directors and officers
conduct themselves in a manner consistent with sound business
and ethical practices; that the public interest always be
considered in conducting corporate business; that the appearance
of impropriety by avoided to ensure and maintain the public
confidence in the Corporation; and that the Board establish
policies to control and manage the affairs of the Corporation
fairly, impartially, and without discrimination.
B. This Code of Ethics has been adopted as part of the Board's
Bylaws for the following purposes: (a) to encourage high ethical
standards in official conduct by Directors and corporate officers;
and (b) to establish guidelines for such ethical standards of
conduct.
Section 6.02. Unlawful Acts. A Director or officer shall not
intentionally or knowingly offer, confer or agree to confer on another, or
solicit, or agree to accept from another:
(a) any benefit as consideration for the Director or officer's
decision, opinion, recommendation, vote, or other exercise
of discretion as a Director or officer;
(b) any benefit as consideration for the Director's or officer's,
decision, vote, recommendation, or other exercise of
official discretion in a judicial or administrative
proceeding; or
12
(c) any benefit as consideration for a violation of a duty
imposed by law on the Director or officer.
Section 6.03. Nepotism. No Director or officer shall appoint, or vote
for, or confirm the appointment to any office, position, clerkship, employment
or duty, or any person related within the second degree by affinity (marriage
relationship) or within the third degree of consanguinity (blood relationship)
to the Director or officer so appointing, voting or confirming, or to any other
Director or officer. This provision shall not prevent the appointment, voting
for, or confirmation of any person who shall have been continuously
employed in such office, position, clerkship, employment or duty at least
thirty (30) days prior to the appointment of the Director or officer so
appointing or voting.
ARTICLE VII
AMENDMENTS
Section 7.01. Amendments. A proposal to alter, amend, or repeal
these Bylaws shall be made by the affirmative vote of all the Directors at any
annual or regular meeting, or at any special meeting if notice of the proposed
amendment be contained in the notice of said special meeting. However, any
proposed change or amendment to the Bylaws must be approved by the three
City Councils to be effective.
ARTICLE VIII
CONSENT OF CITY COUNCILS
Section 8.01. Council Consent. To the extent that these Bylaws refer
to approval by the Cities or refer to advice and consent by the Cities, such
approval or advice and consent shall be evidenced by a certified copy of a
resolution or other official action duly adopted by each of the City Councils.
There shall be no implied consent, obligation or liability to the Cities by any
action of the Corporation.
ARTICLE IX
DISTRIBUTION OF NET INCOME
Section 9.01. Distribution of Net Income. Unless otherwise
determined by the City Councils in accordance with the provisions of Section
13
431.107 of the Transportation Code, any income earned by the Corporation
after payment of reasonable expenses, debt, and the establishment of a reserve
sufficient to cover estimated expenditures for future activities, shall either be
retained by the Corporation or distributed to the Cities in an equitable manner
to be determined by the three City Councils taking into consideration the
relative use of the Facilities and the initial capital investments of the
respective Cities. In the event that the Facilities cease to operate, the three
City Councils may either direct that (a) the Corporation retain such income,
but only in such a manner so as to ensure compliance with all then applicable
federal tax law relating to the Corporation and its non-profit status, or (b) the
Cities receive any such income earned by the Corporation in an equitable
manner determined by the three City Councils as set forth above.
ARTICLE X
AUTHORITY TO CONTRACT
Section 10.01. Authority to Contract.
A. Except as provided below, the Board may 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. The Board may contract with one or more of the
Cities to utilize the services of staff and employees of the
respective Cities.
B. All contracts or expenditures must me approved by all three (3)
City Councils, unless such contracts or expenditures are included
in the BCRUA Annual Operating Budget, or otherwise have
been previously approved by all three (3) City Councils.
C. All contracts, change orders, and/or quantity adjustments that
provide for the expenditure of Five Hundred Thousand Dollars
($500,000) or more must be approved by all three (3) City
Councils.
14
D. Change orders and/or quantity adjustments in an amount up to
Five Hundred Thousand Dollars ($500,000) for contracts that
provide for the expenditure of sums that are in the BCRUA
Annual Operating Budget or that were previously approved by
all three (3) Cities may be approved by the Board, or the General
Manager as provided in E. below.
E. The Board may by resolution give the General Manager general
authority to execute contracts, change orders, quantity
adjustments and/or to otherwise authorize the expenditure of
funds, so long as such authority is otherwise in compliance with
the terms and provisions of the Articles of Incorporation, these
Bylaws and state law. In addition to the foregoing, the General
Manager shall have the authority to execute on behalf of the
Corporation standard form documents, including but not limited
to deeds, releases of liens, rental agreements, easements, right-
of-way agreements, and similar documents under the following
conditions:
(1) The execution of the document is necessary to carry out a
project, program or policy that has been approved by the Board
and/or the Cities;
(2) All blanks are filled in correctly and such document is
consistent with the objectives approved by the Board and/or the
Cities; and
(3) The form of such document shall be approved by the
Board's attorney or one or more of the attorneys for the Cities.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Seal. The seal of the Corporation shall be such as from
time to time may be approved by the Board.
Section 11.02. Notice and Waiver of Notice. Whenever any notice
whatever is required to be given under the provisions of these Bylaws, such
notice shall be deemed to be sufficient if given by depositing the same in a
post office box in a sealed postpaid wrapper addressed to the person entitled
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thereto at his or her post office address, as it appears on the books of the
Corporation, and such notice shall be deemed to have been given on the day
of such mailing. A waiver of notice, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
Section 11.03. Resignations. Any Director or officer may resign at
any time. Such resignations shall be made in writing and shall take effect at
the time specified therein, or, if no time be specified, at the time of its receipt
by the President or Secretary. The acceptance of a resignation shall not be
necessary to make it effective, unless expressly so provided in the resignation.
Section 11.04. Gender. References herein to the masculine gender
shall also refer to the feminine in all appropriate cases, and vice versa.
Section 11.05. Appropriations and Grants. The Corporation shall
have the power to request and accept any appropriation, grant, contribution,
donation, or other form of aid from the federal government, the State, or from
any other source.
Approved and adopted by a unanimous vote of the B sh Creek Regional
Utility Authority Board of Directors this day of 2010.
Mi er, President
Attest: . L
JI Cowman, Board Secretary
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Approved by the Cedar Park City Council this 12th day of August, 2010.
Bob Lemo , Mayor
Attest:
LeAnn Quinn, City Secretary
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14Approved by the Leander City Council 's w d of 1010.
i.jon Cowman, Mayor
Attest:
Debbie Haile, City Secretary
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Approved by the Round Rock City Council this�day of 2010.
Alan McGraw, Mayor
Attest: ��x , Q&
Sara White, City Secretary
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