Contract - Brushy Creek Regional Utility Authority, Inc. (BCRUA) - 5/8/2025 BYLAWS
OF THE
BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC.
April 23, 2025
Bylaws Amendment; FINAL; 03.05.25 4926-2058-5764 v.1
TABLE OF CONTENTS
ARTICLE I PURPOSES AND PROHIBITIONS.................................................... 1
Section 1.01 General Purpose..........................................................................1
Section 1.02 Primary Purpose......................................................
....................
Section 1.03 Prohibitions.................................................................................2
ARTICLE II BOARD OF DIRECTORS AND MEETINGS ..................................3
Section 2.01 Number of Directors...................................................................3
Section 2.02 Classes and Qualifications of Directors.....................................3
Section 2.03 Term of Directors........................................................................3
Section 2.04 Failure to Maintain Qualifications of Directors .........................4
Section 2.05 Resignation or Removal..............................................................4
Section 2.06 Meeting of Directors...................................................................4
Section 2.07 Regular Meetings........................................................................5
Section 2.08 Special and Emergency Meetings...............................................5
Section2.09 Quorum.......................................................................................5
Section2.10 Voting .........................................................................................5
Section 2.11 Conduct of Business ...................................................................6
Section 2.12 Compensation of Directors; Reimbursement for Expenses........6
ARTICLE III OFFICERS.........................................................................................6
Section 3.01 Titles and Term of Office ...........................................................6
Section 3.02 Selection of Officers ...................................................................7
Section 3.03 Powers and Duties of the President............................................7
Section 3.04 Powers and Duties of the Vice-President ...................................7
Section 3.05 Secretary .....................................................................................8
Section 3.06 Compensation .............................................................................8
ARTICLE IV OPERATIONS COMMITTEE .........................................................8
Section 4.01 Composition of Operations Committee......................................8
Section 4.02 Responsibility of Operations Committee....................................9
Section 4.03 Operations Committee Recommendations ...............................10
i
ARTICLE V GENERAL MANAGER AND GENERAL COUNSEL.................. 10
Section 5.01 General Manager....................................................................... 10
Section 5.02 Compensation ........................................................................... 10
Section 5.03 Term and Removal.................................................................... l l
Section 5.04 Powers and Duties .................................................................... 1 I
Section 5.05 General Counsel........................................................................ l l
ARTICLE VI FISCAL YEAR AND BUDGETS .................................................. 12
Section6.01 Fiscal Year................................................................................ 12
Section 6.02 Annual Budget.......................................................................... 12
ARTICLE VII AMENDMENTS............................................................................ 12
Section7.01 Amendments ............................................................................. 12
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 ............................................... 15
Section11.01 Seal............................................................................................15
Section 11.02 Notice and Waiver of Notice.................................................... 15
Section 11.03 Resignations..............................................................................15
Section11.04 Gender.......................................................................................15
Section 11.05 Appropriations and Grants........................................................16
Section 11.06 Ethics ........................................................................................16
H
BYLAWS
OF THE
BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC.
ARTICLE I
PURPOSES AND PROHIBITIONS
Section 1.01 General Purpose
(a) The Brushy Creek Regional Utility Authority, Inc. (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 of Cedar Park, Leander, and Round Rock, (the "Cities"), to accomplish
any governmental purpose of the Cities and to engage in activities in the
furtherance of the purposes for its creation.
(b) Pursuant to the Act, the Corporation is created as a local
governmental corporation 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.
(c) 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.
(d) 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.
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(e) The Corporation shall perform such other governmental
functions and purposes of the Cities as may be determined from time to time
by the Cities.
Section 1.02 Primary Purpose
The primary purpose of the Corporation to aid, assist, and act on behalf
of 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, maintenance, and
operation of regional utility systems including raw water transmission,
treatment and distribution, wastewater collection and treatment, and water
reuse systems, (the "System")
Section 1.03 Prohibitions
The Corporation shall not undertake any of the following actions:
1) contract for or own any interest in raw surface or
underground water;
2) provide or convey potable or raw water service to any
customer;
3) take any action that would result in it being an "affected
utility" as defined by Texas Water Code, Sections 13.1394
and/or 13.1395; and
4) accept compensation for supplying water to another person
or entity for resale to the public for human consumption,
and/or operate as a Wholesale Public Water Supplier as
defined by TAC Title 30, Part 1, Chapter 288, Subchapter
A, Rule 288.1.
2
ARTICLE II
BOARD OF DIRECTORS AND MEETINGS
Section 2.01. Number of Directors
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 be represented by two (2) Directors appointed by the respective
City Council. 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.
Section 2.02. Classes and Qualifications of Directors
(a)There shall be two classes of Directors. One class is designated as
the "Council Director," and the other class is designated as the
"Citizen Director."
(b)The Council of each City shall appoint either its Mayor or a Council
member to be that city's Council Director.
(c)In addition, the Council of each City shall appoint a Citizen Director
who shall possess at least one of the following qualifications, (i) the
Mayor, (ii) a Council member, (iii) an employee of the City, or (iv)
a resident of the City.
(d) In the event a City appoints two of its City Council members as
Directors, such City Council shall designate which of its appointees
is the Council Director and which is the Citizen Director.
Section 2.03 Term of Directors
(a)Except as provided in (b) below, the term of each appointed
Director shall be two (2) years. Upon the expiration of the term of
office of a Director, the City Council shall appoint a Director as
stated above.
(b)The terms of the Directors who hold office on the date these Bylaws
are amended shall expire on June 30, 2026.
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Section 2.04 Failure to Maintain Qualifications of Directors
(a)When any Council Director ceases to hold his/her elected position
as the Mayor or Council member of a City, said Council Director
shall be deemed to have resigned as Council Director and the City
Council of said City shall appoint a qualified replacement Council
Director to fill the unexpired term.
(b)When any Citizen Director ceases to hold at least one of the
qualifications of a Citizen Director, as set forth in Section 2.02(c)
said Citizen Director shall be deemed to have resigned as Citizen
Director and the City Council of said City shall appoint a qualified
replacement Citizen Director to fill the unexpired term.
Section 2.05 Resignation or Removal
(a)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 qualified Director to complete the unexpired term.
(b)In the event that a Director resigns, then such Director shall be
considered removed from the Board and the appropriate City
Council shall appoint new qualified Director to complete the
unexpired term.
Section 2.06 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.
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, and the Board, are subject to Chapter 552,
Government Code, and (the "Public Information Act").
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Section 2.07 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 or
as called by the General Manager.
Section 2.08 Special and Emergency Meetings
Special and emergency meetings of the Board shall be held whenever
called by the President of the Board, by a majority of the Council
Directors, or by the General Manager.
The General Manager shall give notice to all Directors of each special
meeting at least seventy-two (72) hours before the meeting.
Section 2.09 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 2.10 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 below, 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.
5
Section 2.11 Conduct of Business
(a)At the meetings of the Board, matters pertaining to the business of
the Corporation shall be considered in such order as the President,
or a majority of the voting Directors may determine.
(b)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, the Secretary shall
preside.
(c)An employee of one of the Cities shall act as the administrative
secretary of all meetings of the Board, but in the absence of such
employee, the General Manager may appoint any person to act as
secretary of the meeting.
Section 2.12 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.
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 Chairperson of the
Board and the Vice-President shall serve as Vice-Chairperson of the
Board. The Secretary shall attest to the President's or Vice-President's
signature on all official documents of the Corporation. The term of the
officers in place on the date of the adoption of these amended Bylaws
shall expire on July 1, 2025. Thereafter, the term of office for each
officer shall be one (1) year.
6
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 1, 2024-June 30, 2025)
President Leander's Council Director
Vice-President Cedar Park's Council Director
Secretary Round Rock's Council Director
Year Two (July 1, 2025-June 30, 2026)
President Cedar Park's Council Director
Vice-President Round Rock's Council Director
Secretary Leander's Council Director
Year Three (July 1, 2026-June 30, 2027)
President Round Rock's Council Director
Vice-President Leander's Council Director
Secretary Cedar Park'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 Council Director of the Board and shall preside
at all meetings of the Board. When authorized by the Board, the
President shall sign and execute all resolutions, bonds, notes, deeds,
conveyances, franchises, assignments, mortgages, contracts, and other
documents 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
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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.
Section 3.05 Secretary
The Secretary shall, subject to the limitations contained in the Articles
of Incorporation, sign with the President in the name of the Corporation
and/or attest the signatures thereof, all resolutions, contracts,
conveyances, franchises, bonds, deeds, assignments, mortgages, notes
and other instruments of the Corporation; 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 2.12 of these Bylaws.
ARTICLE IV
OPERATIONS COMMITTEE
Section 4.01 Composition of Operations Committee
To assist the General Manager and the Board, there is hereby created an
Operations Committee to be composed of the following:
(a) Two representatives appointed by Cedar Park;
(b) Two representatives appointed by Leander; and
(c) Two representatives appointed by Round Rock.
Each City shall have one vote for decision-making purposes on the
Operations Committee.
The City Manager of each City shall appoint two appropriate City staff
members as the City's representatives to the Operations Committee and
8
shall notify the Board and the other Cities of such appointments. Each
representative shall serve at the will of the City Manager who
appointed such representative. Upon the death, resignation or
revocation of the power of a City's representative, the City Manager of
such City shall promptly appoint a new representative to the Operations
Committee.
Section 4.02 Responsibility of Operations Committee
The Operations Committee shall represent the individual and collective
interests of the Cities and shall consult with and advise the Board and
the General Manager with regard to the following matters pertaining to
the System:
(a) The operation and maintenance of the System operated by the
Corporation;
(b) Review of the Annual Budget, prior to submission to the Board;
(c) Review of the annual reports of the System;
(d) Review proposals for the improvements to and expansions of the System;
(e) Review and make suggestions regarding proposals submitted to the Board
for engineering services related to the System;
(f) Review bids or proposals received for construction of System components,
and make recommendations for contract award;
(g) Review invoices received for the construction of System components, and
make recommendations for the allocation and payment of such invoices;
(h) Make recommendations for professional services consultants, including, but
not limited to, engineering and financial services;
(i) Review and make recommendations regarding BCRUA personnel matters,
such as recruitment, selection, compensation, training and disciplinary
matters, as requested by the General Manager;
(j) Review changes to the Engineering Reports;
(k) Review cash flow projections and provide input as to the assumptions
contained therein;and
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(1) Any other pertinent matters relating to the management and operation of the
System.
Section 4.03 Operations Committee Recommendations
The Board shall not take any action with respect to any of the foregoing
matters without a recommendation from the Operations Committee.
The Operations Committee shall meet at regular intervals to review the
progress of construction of the System and the ongoing operation of the
System. The Operations Committee shall have access to and may
inspect at any reasonable time all physical elements of the System and
all records and accounts of BCRUA pertaining to the System. The
Operations Committee shall be diligent, prompt, and timely in
reviewing and commenting on matters submitted to it.
ARTICLE V
GENERAL MANAGER AND GENERAL COUNSEL
Section 5.01 General Manager
The Board shall appoint the General Manager. The method of selection
shall be left to the discretion of the Board so long as the method
ensures orderly action toward securing a competent and qualified
person to fill the position. The General Manager shall be chosen solely
upon the basis of such person's executive and administrative training,
experience and ability.
Section 5.02 Compensation
The General Manager shall receive compensation as may be fixed by
the Board according to his or her experience, education, and training.
The compensation shall be agreed upon before appointment with the
understanding that the Board may periodically review and modify the
compensation at its discretion.
10
Section 5.03 Term and Removal
The General Manager shall not be appointed for a definitive term but
may be removed at the discretion of the Board. The action of the Board
in suspending or removing the General Manager shall be final.
Section 5.04 Powers and Duties
The General Manager shall be the Chief Administrative Officer of the
Corporation, and shall be responsible to the Board for the proper
administration of all the affairs of the Corporation and to that end shall
have the power and shall be required to:
(a) appoint, suspend or remove all or any one of the employees of the
Corporation;
(b) attend all meetings of the Board, and shall have the right to take
part in the discussions;
(c) prepare the Annual Budget and submit it to the Board and be
responsible for its administration after its adoption;
(d) prepare and submit to the Board at the end of the fiscal year a
complete report on the finances of the Corporation for the
preceding year;
(e) keep the Board advised of the financial condition and future needs
of the Corporation and make such recommendations as may seem
advisable;
(f) perform such other duties as may be prescribed by these Bylaws,
or required by the Board, as consistent with these Bylaws.
Section 5.05 General Counsel
The Board shall designate a competent and duly licensed attorney
practicing law in the state of Texas, who shall be the General Counsel.
The General Counsel may be an attorney that represents one of the
Cities. The General Counsel shall hold office at the pleasure of the
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Board. The General Counsel shall be the legal advisor of, and attorney
and counsel for the Board and the General Manager.
The Board may designate one or more Assistant General Counsels.
ARTICLE VI
FISCAL YEAR AND BUDGETS
Section 6.01 Fiscal Year
The fiscal year of the Corporation shall commence on October 1St of
each year and end on September 30t' of the following year.
Section 6.02 Annual Budget
At least sixty (60) days prior to October Pt 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 Budget,." The BCRUA
Annual Budget shall include an Operating Expense Budget, a Capital
Improvements Budget, and a Debt Service Budget. The Annual 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 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
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 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 Council Directors (or in the absence of a
Council Director, the vote of the Citizen Director) at any annual or
regular meeting, or at any special meeting if notice of the proposed
12
amendment be contained in the notice of said special meeting.
However, any proposed change or amendment to the Bylaws must be
approved by all 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 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.
13
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 that provide for the expenditure of
$5009000, or more, must be approved by all three (3) City
Councils, unless such contracts or expenditures are included in
the BCRUA Annual Budget, or otherwise have been previously
approved by all three (3) City Councils.
(c) 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;
14
(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 General Counsel 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 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.
15
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.
Section 11.06 Ethics
The Directors shall comply with Chapter 171, of the Texas Local
Government Code related to conflicts of interest. The Directors shall
also comply with any ethics ordinances adopted by the city councils
that appointed them to the Board of Directors.
Approved and adopted by a unanimous vote of the Brushy Creek Regional
Utility Authority Board of Directors thisaffay of ►'L 2025.
Na'Cole Thompson, 19resident
Attest: vru_
RenA Flores, BoarAicretary
16
Approved by the Cedar Park City Council to be effective the 231 day of
April, 2025.
e iman-Morin, Mayor
Attest:
LeAnn Quinn, City Secretary
17
Approved by the Leander City Council to be effective the 231 day of April,
2025.
e.4'y-
Christ i
eLisle, Mayor
Attest: .Q
Dara Crabtree, City Secretary
18
Approved by the Round Rock City Council to be effecti the 23`d day of
April, 2025.
Craig organ ayor
Attest: (�3mt
Ann Franklin, City Clerk
19