HomeMy WebLinkAbout11/22/2010 - Workshop Agenda Packet - City CouncilTable of Contents
Agenda 2
No. 2 - Role of the RVP and City Responsibilities
Coversheet revised 5
No. 3 - Water/Wastewater Impact Fee Schedule
Coversheet revised 6
No. 4 - Update of Sustainability Efforts and Energy Efficiency
and Conservation Block Grant
Coversheet revised 7
No. 5 - Bryan / College Station Convention and Visitors Bureau
By-Law Amendments
Coversheet revised 8
Attachment 1 - Proposed Amendments to the By-Laws 10
Attachment 2 - City's Proposed Article XIII Language 24
No. 6 - Council Mid-Year Retreat
Coversheet revised 25
Out of Office 26
Council Calendar 27
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Mayor Council members
Nancy Berry Jess Fields
Mayor Pro Tem Dennis Maloney
John Crompton Katy-Marie Lyles
City Manager Dave Ruesink
Glenn Brown Jana McMillan
Agenda
College Station City Council
Workshop Meeting
Monday, November 22, 2010 3:00 p.m.
City Hall Council Chambers, 1101 Texas Avenue
College Station, Texas
1. Presentation, possible action, and discussion on items listed on the consent agenda.
2. Presentation, possible action, and discussion regarding the general roles of the Research Valley
Partnership and the City in economic development activities.
3. Presentation, possible action, and discussion regarding the process and timeline for determination of
potential City-wide impact fees for Water and Wastewater.
4. Presentation, possible action, and discussion regarding an update on sustainability efforts and
implementation of projects funded through the Energy Efficiency and Conservation Block Grant.
5. Presentation, possible action, and discussion regarding potential amendments to the Bryan / College
Station Convention and Visitors Bureau (CVB) By-Laws.
6. Presentation, possible action, and discussion regarding setting a date for a Council mid-year retreat and
determining what items to include on the agenda.
7. Council Calendar
November 23 B/CS Chamber-Annual Ag Breakfast at Brazos County Expo Center at 7:00 a.m.
November 25 City Offices Closed - HOLIDAY
November 26 City Offices Closed - HOLIDAY
November 30 - December 4 NLC Congress of Cities Conference in Denver at 8:00 a.m.
December 2 Planning & Zoning Meeting in Council Chambers at 6:00 p.m.
December 3 Annual Employee Recognition Event at Central Baptist Church -1991 FM 158 at 7:45 a.m.
December 4 Scotty’s House Re-Grand Opening at 2424 Kent Street, Bryan at 3:00 p.m.
December 5 2010 Bryan/College Station Christmas Parade at the Hilton at 2:00 p.m.
December 9 Council Workshop/Regular Meeting in Council Chambers at 3:00 and 7:00 p.m.
December 9 Business After Hours - Easterwood Airport at 5:30 p.m.
December 10 Holiday Celebration/Christmas In the Park Sponsor Recognition Ceremony at Stephen C.
Beachey Central Park at 5:30 p.m.
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City Council Workshop Meeting
Monday, November 22, 2010
8. Presentation, possible action, and discussion on future agenda items: A Council Member may inquire
about a subject for which notice has not been given. A statement of specific factual information or the
recitation of existing policy may be given. Any deliberation shall be limited to a proposal to place the
subject on an agenda for a subsequent meeting.
9. Discussion, review and possible action regarding the following meetings: Arts Council of the Brazos
Valley, Audit Committee, Bicycle, Pedestrian, and Greenways Advisory Board, Brazos County Health
Dept., Brazos Valley Council of Governments, Brazos Valley Wide Area Communications Task Force,
BVSWMA, BVWACS. Cemetery Committee, Code Review Committee, Convention and Visitors Bureau
Design, Review Board, Historic Preservation Committee, Interfaith Dialogue Association,
Intergovernmental Committee, Joint Relief Funding Review Committee, Landmark Commission, Library
Board, Mayor’s Council on Physical Fitness, Mayor’s Development Forum, Metropolitan Planning
Organization, National League of Cities, Outside Agency Funding Review, Parks and Recreation Board,
Planning and Zoning Commission, Research Valley Partnership, Regional Transportation Committee for
Council of Governments, Signature Event Task Force, Sister City Association, TAMU Student Senate,
Texas Municipal League, Transportation Committee, Wolf Pen Creek Oversight Committee, Zoning
Board of Adjustments, (Notice of Agendas posted on City Hall bulletin board).
10. Executive Session will immediately follow the workshop meeting in the Administrative Conference
Room.
Consultation with Attorney {Gov’t Code Section 551.071}; possible action. The City Council may seek
advice from its attorney regarding a pending or contemplated litigation subject or settlement offer or
attorney-client privileged information. Litigation is an ongoing process and questions may arise as to a
litigation tactic or settlement offer, which needs to be discussed with the City Council. Upon occasion the
City Council may need information from its attorney as to the status of a pending or contemplated
litigation subject or settlement offer or attorney-client privileged information. After executive session
discussion, any final action or vote taken will be in public. The following subject(s) may be discussed:
Litigation
a. City of Bryan’s application with TCEQ for water & sewer permits in Westside/Highway 60 area, near
Brushy Water Supply Corporation to decertify City of College Station and certify City of Bryan
b. City of Bryan suit filed against College Station, Legal issues and advise on Brazos Valley Solid Waste
Management Agency contract, on proposed methane gas contract
c. Water CCN / 2002 Annexation / Wellborn Water Supply Corporation
d. Weingarten Realty Investors v. College Station, Ron Silvia, David Ruesink, Lynn McIlhaney, and
Ben White
e. Chavers et al v. Tyrone Morrow, Michael Ikner, City of Bryan, City of College Station, et al
f. Clancey v. College Station, Glenn Brown, and Kathy Merrill
Legal Advice
a. Discussion of Legal Issues Regarding: Wellborn Incorporation Request
b. Legal issues of purchase and lease back to Arts Council
Personnel {Gov’t Code Section 551.074}; possible action
The City Council may deliberate the appointment, employment, evaluation, reassignment, duties, discipline,
or dismissal of a public officer. After executive session discussion, any final action or vote taken will be in public.
The following public officer(s) may be discussed:
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City Council Workshop Meeting
Monday, November 22, 2010
a. City Manager
b. City Secretary
c. Council Self Evaluation
Economic Incentive Negotiations {Gov’t Code Section 551.087}; possible action The City Council may
deliberate on commercial or financial information that the City Council has received from a business
prospect that the City Council seeks to have locate, stay or expand in or near the city with which the City
Council in conducting economic development negotiations may deliberate on an offer of financial or other
incentives for a business prospect. After executive session discussion, any final action or vote taken will
be in public. The following subject(s) may be discussed:
a. Pharmaceutical Prospect for Bio-Corridor
11. Adjourn.
APPROVED:
___________________________________________
City Manager
Notice is hereby given that a Workshop Meeting of the City Council of the City of College Station, Texas
will be held on the 22nd day of November, 2010 at 3:00 pm in the City Hall Council Chambers, 1101 Texas
Avenue, College Station, Texas. The following subjects will be discussed, to wit: See Agenda
Posted this 19th day of November, 2010 at 2:00 pm
___________________________________________
City Secretary
I, the undersigned, do hereby certify that the above Notice of Meeting of the Governing Body of the City of
College Station, Texas, is a true and correct copy of said Notice and that I posted a true and correct copy of
said notice on the bulletin board at City Hall, 1101 Texas Avenue, in College Station, Texas, and the City’s
website, www.cstx.gov . The Agenda and Notice are readily accessible to the general public at all times.
Said Notice and Agenda were posted on November 19, 2010 at 2:00 pm and remained so posted continuously
for at least 72 hours proceeding the scheduled time of said meeting.
This public notice was removed from the official board at the College Station City Hall on the following date
and time: _______________________ by ___________________________.
Dated this _____day of _______________, 2010.
CITY OF COLLEGE STATION, TEXAS By____________________________________
Subscribed and sworn to before me on this the ______day of _________________,
___________________Notary Public – Brazos County, Texas My commission expires:________
This building is wheelchair accessible. Handicap parking spaces are available. Any request for sign interpretive service must be
made 48 hours before the meeting. To make arrangements call (979) 764-3517 or (TDD) 1-800-735-2989. Agendas may be
viewed on www.cstx.gov. Council meetings are broadcast live on Cable Access Channel 19.
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November 22, 2010
Workshop Agenda Item No. 2
Role of the RVP and City Responsibilities
To: Glenn Brown, City Manager
From: David Gwin, Director of Economic and Community Development
Agenda Caption: Presentation, discussion and possible action regarding the general
roles of the Research Valley Partnership and the City in economic development
activities.
Relationship to Strategic Goals: Goal III.2 Define roles of RVP and Economic
Development staff
Recommendation(s): This item is being brought forward at the request of the City
Council. Staff recommends that the Council receive the presentation and provide
feedback and direction.
Summary: The Research Valley Partnership (RVP) was originally formed as the
Bryan/College Station Economic Development Corporation in 1989 to coordinate
regional type of economic development for College Station, Bryan and Brazos
County. Since that time, the RVP has traditionally targeted large scale
industrial/manufacturing developments with an emphasis on biotechnology,
information technology, and research and development centers. Conversely, the
City has focused on retail development that fulfills specific development goals as well
as tourism development, redevelopment, special districts, and historical or arts
related development. Additionally, the City assists the RVP once a decision to locate
in College Station has been made by a development prospect.
To facilitate economic growth and diversification, both the RVP and the City offer
performance-based incentive programs to prospective developments in their
respective target industries. Staff will provide a presentation outlining the general
roles and responsibilities of the RVP and the City at the meeting and requests that
the Council provide feedback or direction.
Budget & Financial Summary: The City of College Station budgeted $300,000 for
the RVP in the current fiscal year. The City of Bryan and Brazos County each provide
this amount to the RVP as well. The Economic Development Department currently
maintains an operating budget of $549,000.
Attachments: N/A
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November 22, 2010
Workshop Agenda Item No. 3
Water/Wastewater Impact Fee Schedule
To: Glenn Brown, City Manager
From: Dave Coleman, Director of Water Services
Agenda Caption: Presentation, possible action, and discussion regarding the process and
timeline for determination of potential City-wide impact fees for Water and Wastewater.
Relationship to Strategic Goals: Financially sustainable city providing response to core
services and infrastructure.
Recommendation: Receive the briefing and provide direction as desired.
Summary: On October 25, 2010 City Council directed staff to award a contract to HDR
Engineers to study potential City-wide impact fees for the Water and Wastewater systems.
That contract has been awarded and the consultant has started work, with the goal of
completing the study in April 2011. To achieve this completion date will require a concerted
effort from staff, City Council, and the Planning & Zoning Commission. Please note that by
Ordinance, City Council has already appointed P&Z to be the “Capital Improvement Advisory
Committee” (or CIAC) that is required by State law to perform many functions in the
process of determining potential impact fees.
Mr. Tony Bagwell of HDR will provide a briefing to cover the following topics:
· Background on Impact Fees
· How the maximum fee is determined
· CIAC functions
· City Council functions
· Anticipated Schedule
Budget & Financial Summary: Not applicable
Attachment: None
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November 22, 2010
Workshop Agenda Item No. 4
Update of Sustainability Efforts
and Energy Efficiency and Conservation Block Grant
To: Glenn Brown, City Manager
From: Hayden Migl, Assistant to the City Manager
Agenda Caption: Presentation, possible action, and discussion regarding an update on
sustainability efforts and implementation of projects funded through the Energy Efficiency
and Conservation Block Grant.
Relationship to Strategic Goals: V. Green Sustainable City
Recommendation: N/A
Summary: Last year the City was awarded $791,100 through the Energy Efficiency and
Conservation Block Grant. Staff would like to update the Council on the implementation of
those projects. One of the areas approved by Council included the funding of a position for a
Sustainability Program, so we will also have Erin Chastain-Harris, the City’s Sustainability
Coordinator, provide an update on her activities and progress made on some of the
initiatives identified by Council under the strategic goal of Green Sustainable City.
Budget & Financial Summary: A total of $791,100 was awarded to the City through the
Energy Efficiency and Conservation Block Grant. To date, $423,790 has been spent or
encumbered on the projects approved under this grant.
Attachments: N/A
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November 22, 2010
Workshop Agenda Item No. 5
Bryan / College Station Convention and Visitors Bureau By-Law Amendments
To: Glenn Brown, City Manager
From: David Gwin, Director of Economic and Community Development
Agenda Caption: Presentation, possible action, and discussion regarding potential
amendments to the Bryan / College Station Convention and Visitors Bureau (CVB) By-Laws
Recommendation(s): Staff recommends that the City Council receive the presentation
and provide any input or direction in this regard.
Summary: On June 10, 2010, staff provided a presentation to the City Council outlining
several By-Law Amendments as considered by the CVB. These amendments included:
1) Amend Article V – Board of Directors, by allowing only one (1) elected official or
employee to be appointed from each funding entity and eliminate the restriction
of employees of the funding entities from serving on the Board of Directors or
their Executive Committee.
2) Amend Article XIII – Amendment to the By-Laws, by including a provision
requiring both City Councils’ approval of any By-Law amendment pertaining to
matters of governance which included: Section 3.01 – Purpose; Section 5.02.a(1)
- Executive Committee nominations; Section 5.02.a(3) - Increase of the size of
the Board of Directors; Section 5.08 - Quorum.
The City Council directed staff to work with the CVB by incorporating several additions and
clarifications to these amendments. These include:
1) Professional staff of any funding entity would not be permitted to serve except in
an ex-officio capacity.
2) In addition to the above referenced sections, the following sections would also be
considered as “pertaining to matters of governance”: Section 5.03 – Membership
Terms; Section 5.05 – Qualifications of Members; Article IX – Fiscal Matters; and
Article XIII – Amendments to By-Laws.
3) Approval or veto power over matters of governance would be reserved solely for
the funding entity that provides a majority of the CVB’s annual appropriation.
The CVB Board has since agreed to include the first two items above in their proposed
Bylaw Amendments. However, the Board indicated that they are unable to include the third
consideration and instead maintain that the approval or veto power over matters of
governance be shared by both the City of College Station and the City of Bryan. The
specific language as originally proposed by the City is found in Attachment 2.
Budget & Financial Summary: In FY 2010, the City Council allocated $1,107,000 in
annual funding for the CVB. The City of College Station continues to be the primary source
of funding for the CVB and its various tourism development and enhancement activities.
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Attachments:
1. Proposed Amendments to the By-Laws
2. City’s Proposed Article XIII Language
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DRAFT REVISIONS
Brazos Valley Convention and Visitors Bureau, Inc.
Bylaws
As approved by the Board of Directors of the Brazos Valley Convention and Visitors Bureau
Effective for the fiscal year beginning October 1, 2002
Amended and Restated Effective may 24, 2007
Amended and Restated Effective September 9, 2008
Amended and Restated Effective XXXXXXX X, 2010
ARTICLE I -Title
Section 1.01 The name of the non-profit corporation governed by these By-Laws is the Brazos
Valley Convention and Visitors Bureau, Inc. (BVCVB).
ARTICLE II -Legal Status
Section 2.01 The corporation is organized under the Texas Non-Profit Corporation Act. TEX
REVISED ClV.STAT.Arts 1396-1.01 et. seq.
ARTICLE III -Purpose
Section 3.01 The purpose of the corporatioq is to provide for the encouragement, solicitation,
promotion, procurement and servicing of cOnventions, conferences and seminars; to develop
tourism through the attraction of visitors and group tours to the Cities of College Station, and
Bryan, Brazos County and the surrounding Brazos Valley; provide education regarding the
importance of the convention and visitor industry to the local economy; affect cooperation
between businesses and industries servicing visitors, conventions and other meetings; receive
and disburse public fund derived from the HotellMotel Tax imposed by local governments in
accordance with the contractual or other arrangements with such governments; and receive and
disburse private funds for the purposes of the corporation.
ARTICLE IV -Membership
Section 4.01 Membership. The Brazos Valley Convention and Visitors Bureau shall have no
members.
ARTICLE V -Board of Directors
Section 5.01 The Board of Directors will manage the corporate affairs of BVCVB.
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Section 5.02 The Board of Directors shall c(jmsist of:
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a. Sixteen (16) voting members {vhose nomination and approval shall be conducted
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The following manner:
1. Five members of an Executive Committee who shall have and may
exercise the full auth~rity of the Board of Directors. The Executive
Committee members ~hall be appointed, in part, proportionate to their
participation in payina for the operating, capital and other costs of the
BVCVB, and shall be dppointed as follows:
(a) Three memberS appointed by the City Council of the City of
College Station~ only one of which may be an elected official of
the City of College Station;
(b) One member appointed by the City Council of the City of Bryan,
which may be an elected official of the City of Bryan; and
(c) One member awointed by the Brazos Valley Lodging Association.
The hotelier m~st be an owner or manager of a hotel or motel
within Brazos founty, and shall remain such throughout hislher
tenure as an Ex¢cutive Committee member.
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2. The Executive Commitjtee of the Board of Directors will elect up to eleven
(11) at-large members. Nominees for the at-large Directors shall come
from the (i) travel an4 tourism industry, represented by hoteliers, food
services managers/ow~ers, (ii) the members of the Brazos Valley Sports
Advisory Board and (iW other interested parties. Any hotelier so elected
must be an owner or rpanager of a hotel or motel within Brazos County,
and shall remain such tproughout his tenure as an At-Large Board
member.
3. Persons appointed or e~ected as members of the Executive Committee and
Board of Directors may not at the same time be employees of the cities of
Bryan and College Station, Texas or Brazos County, Texas.
Section 5.03 Terms.
a. The Initial Board of D~rectors, as named in the Articles of Incorporation,
shall hold office until lhe first annual election as provided in Paragraph
5.04.
1. Each Director Whether appointed or elected shall serve for terms
of two years cpmmencing on October 1 st following election or
appointment and ending on September 30th of the appropriate year;
except as hereinafter provided. In order to provide staggered
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tenns, the fol~owing members of the Board of Directors will
initially serve alone-year tenn:
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(a) Two oflthe Directors provided for in Section 5.02.a(1)(a),
and
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(b) Two o~ the at-large Directors provided for in Section
5.02.a. ~2).
2. No Director sh~ll serve more than three (3) consecutive two-year
(2) tenns with~ut a year off the Board. A Director elected or
appointed to ~initial one-year tenn may serve three (3) two-year
(2) tenns prior to being required to take a year off from the Board.
Section 5.04 Nominations of the Elected Directors
a. The Chainnan of the tard of Directors shall appoint a Chainnan of the
Nominating Committ e at the May Board meeting. The Board of
Directors shall elect fro the Board members, three to five individual
members to serve with the Chainnan on the Nominating Committee for
the year.
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b. The Nominating Comrmittee shall call for nominations for the at-large
Directors as provided I in Section 5.04(c). The Nominating Committee
shall also notify eac~ city and the Brazos Valley Lodging Association to
make their respectiv~ appointments to the Executive Committee. The
Nominating Committ~e shall present a slate of nominees for at-large
Directors, including aj profile outlining each nominee's experience and
relationship to the tOuQsm industry, if any, to the Executive Committee.
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c. A call for nominations for ten (10) at-large Directors shall be sent to the
Executive Committee ¥embers and for one at-large Director to the Brazos
Valley Sports Advisoty Board during the first ten (10) days in June.
Nominations by the EXFcutive Committee Members and the Brazos Valley
Sports Advisory Board must be received at the BVCVB office by June
25 th • The Nominating Committee will then prepare a list of
recommendations tor at-large Directors. During its August meeting
the Executive Commiitee shall elect at-large members for those whose
tenns are expiring. The Board of Directors must at all times have on its
Board one at-large Director nominated by the Brazos Valley Sports
Advisory Board.
d. Appointments of the I Executive Committee Directors as provided in
Sections 5.02.a(1)(a), ~.02.a.(1)(b), and 5.02.a.(1)(c) shall be submitted to
the BVCVB Board of Ij)irectors by each city or the Brazos Valley Lodging
Association, as approphate, by July 15 th . Appointments to the respective
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Executive Committee positions shall be made not later than August 15 th
prior to the expiration q,f their respective terms.
Section 5.05 Qualifications of the Board M Directors. A member of the Board must be a
resident of Brazos County, Texas. '
Section 5.06 Meetings. Regular meetings of the Board of Directors shall be held bi-monthly at
a time and place to be fixed by resolution o~ the Board. Special Board meetings may be called
by, or at the request of, the Chairman or any rnro Directors. The Director(s) requesting a special
meeting shall inform the Corporation's SecrJtary of the information to be included in the notice
of the special meeting. The Secretary of the Corporation will give notice to the Directors as
provided in Section 5.07. Members of the Board or of any committee designated by the Board
may, if all meeting participants consent, participate in and hold a meeting by conference
telephone or similar communications equipfTIent or other suitable electronic communications
system, including videoconferencing technology or the Internet or any combination thereof by
means of which all persons participating in the meeting can communicate with each other. If
voting is to take place at such a meeting, the Corporation shall (i) implement reasonable
measures to verify that every person voting at the meeting by means of remote communication is
sufficiently identified and (ii) keep a record of any vote or action taken.
Section 5.07 Notice. Written or printed notice of any special meeting of the Board will be
delivered to each Director not less than sevenl (7) calendar days, nor more than thirty (3) calendar
days before the meeting. The notice will stale the date, time, method and place of the meeting:
the name of the Director(s) calling the meJting: and the purposes or purposes for which the
meeting was called.
Section 5.08 Quorum. A quorum shall c9nsist of one more than half of the then current
number of members of the Board of Directo~s with at least four (4) members of the Executive
Committee present.
Section 5.09 Vote. The affirmative vote of a majority of Directors present, including the
affirmative vote of at least four (4) member~ of the Executive Committee, shall be required to
take any action.
Section 5.10 Duties. It is the duty of the .soard of Directors to review the operations of the
corporation; to discover and analyze projects~ plans and means of furthering the purposes of the
corporation and to select such projects, !plans and means as it may deem worthy of
implementation. The Board shall annually. approve the budget submitted to it by the Chief
Executive Officer for the expenditure of all funds anticipated to be available to the BVCVB and
upon approval, the Chief Executive Officer shall submit a budget request to the City Managers of
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the Cities of College Station and Bryan by the date established for such submittal by each City,
annually. Once approved and funding by the Cities has been determined, such funds shall be
transmitted to the corporation by the City $overnments. Such funds shall be deposited in a
special bank account to insure the expenditUre of the funds for proper purposes in accordance
with the approved budget.
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Directors will discharge their duties, including duties as committee members, in good faith, with
ordinary care, and in the manner they reasonably believe to be in the corporation's best interest.
In this contest, "ordinary care" means the care that ordinarily prudent persons in similar positions
would exercise under similar circumstances. In discharging any duty imposed or power
conferred upon Directors, Directors may, in good faith, relying on information, opinions, reports,
or statements, including financial statements ;md other financial data, concerning the Corporation
or another person that has been prepared or presented by a variety of person's including officers
and employees of the corporation, professio~al advisors or experts such as accountants or legal
counsel. A director is not relying in good f~ith if they have knowledge concerning a matter in
question that renders reliance unwarranted.
Directors are not deemed to have the duties of trustees of a trust with respect to the corporation
or with respect to any property held or administered by the corporation, including property that
may be subject to restrictions imposed by the donor or transferor of the property.
Section 5.11 Partnerships. The Board o~ Directors shall seek out those persons actively
involved in the tourism industry with whoml to partner in order to carry out the purpose of the
BVCVB. .
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Section 5.12 Duty to Avoid Improper Di~tributions. Directors who vote for or assent to
improper distributions are jointly and sevfally liable to the corporation for the value of
improperly distributed assets, to the exten3 that, as a result of the improper distribution or
distributions, the corporation lacks sufficien assets to pay its debts, obligations and liabilities.
Any distribution made during liquidation ,ithout payment and discharge of or provision for
payment and discharge of all known debts, oli>ligations and liabilities is also improper. Directors
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present at a Board meeting at which the imprpper action is taken are presumed to have assented,
unless the dissent is entered into the minut¢s of the meeting or they dissent in writing. The
written dissent must be filed with the Secr~tary of the corporation before adjournment of the
meeting in question or mailed to the Secreta~ by registered mail immediately after adjournment.
A Director is not liable if, in voting for or assenting to a distribution, the Director (1) relies in
good faith and with ordinary care on infoqnation, opinions, reports or statements, including
financial statements and other financial dat~ prepared or presented by one or more officers or
employees of the corporation; legal counsel, ublic accountants, or other persons as to matters of
the Director reasonably believes are within e person's professional or expert competence; or a
committee of the Board of Directors of whic the Director is not a member or (2) while acting in
good faith and with ordinary care, considers I the corporation's assets to be at least that of their
book value; or (3) in determining whether t~e corporation made adequate provision for paying,
satisfying or discharging all of its liabilititts and obligations, relied in good faith and with
ordinary care on financial statements or ot~er information concerning a person who was or
became contractually obligated to satisfy br discharge some or all of these liabilities or
obligations. Further, Directors are protected' from liability if, in exercising ordinary care, they
acted in good faith and in reliance on an opinion of legal counsel for the corporation.
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Directors held liable for an improper distrib*tion are entitled to contribution from persons who
accepted or received the improper distributiops knowing they were improper. Contribution is in
proportion to the amount received by each su~h person.
Section 5.13 Delegating Duties. The Boajrd of Directors may select advisors and delegate
duties and responsibilities to them, such as the power to sell, transfer or otherwise dispose of the
corporation's asset and properties at a tit'eand for a consideration that the Board deems
appropriate. The Directors shall have no lia ility for actions taken or omitted by the advisors if
the Board acts in good faith and with ordin care in selecting the advisor. The Board may
remove or replace the advisor9s) at any time. d without cause.
Section 5.14 Removal. The Board of Directors may vote to remove a Director at any time,
without cause. The failure to attend three (3) consecutive Board meetings or any four (4) regular
meetings in one fiscal year may cause the issue of removal to automatically be placed upon the
agenda of the next succeeding meeting of the Board of Directors after the last infraction. A
meeting to consider removing a Director will be called and noticed following notice procedures
provided in these By-Laws. Removal of a Director requires the affirmative vote of three (3)
members of the Executive Committee and the majority vote of the entire Board.
Section 5.15 Vacancies. Vacancies to the appointed positions on the Board of Directors as
specified in Section 5.02(1)(a), (b) and (c) shall be filled by the appropriate appointing body.
Vacancies occurring in the at-large Directors (Section 5.02) positions shall be filled by a
majority vote of the Executive Committee for the unexpired portion of the term.
ARTICLE VI -Officers
Section 6.01 Number and Title. The. corporation's officers shall be a Chairman,
Secretary/Treasurer, and Vice Chairman. A Chief Executive Officer ("CEO") will be hired by
the Board to serve the BVCVB.
Section 6.02 Election. A Chairman, Vice Chairman, and a Secretary/Treasurer of the Board of
Directors shall be proposed by the Nomina(ing Committee and elected at the Board's regular
September meeting by a majority vote of th¢ Board of Directors. The officers, except for the
CEO, will be elected from the members of the Executive Committee for the terms of one (1) year
commencing on October 1 st next following ~eir election and ending on September 30th of the
appropriate year. They shall serve unti1£eir successors are chosen and qualified. The
Executive Committee of the Board of Dire ors may, in its initial year, elect officers to serve
until September 30 of that year and may be r. elected to serve for the next full year by a majority
vote of the Executive Committee.
Section 6.03 Removal and Vacancies. Any officer elected may be removed by the Board of
Directors whenever, in the Board's judgment; the best interests of the corporation will be served
thereby. Removing the officer will be witho* prejudice to the officer's contractual rights, if any.
Election of an officer shall not of itself cr4ate a contractual right. The Board may select a
member of the Executive Committee to fill the vacancy of any office for the unexpired portion of
the officer's term. '
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Section 6.04 Duties. Each Officer shall assftme the responsibility for performing such duties as
are normally vested in such office being allways subject to the policies and directions of the
Board of Directors. !
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a. Chairman ("Chairman'i') of the Board of Directors: The Chairman shall
preside at all meetin~s of the Board. The Chairman is responsible to the
Directors for overall d rection of the affairs and business of the Board of
Directors. The Chai an may execute on behalf of the Board of Directors
any deeds, bonds, contacts, obligations or other instruments necessary or
convenient to the tran~actions or other business that the Directors have
authorized except for ~ases where the signing and execution thereof shall
be expressly delegated I by the Board of Directors to some other officer or
agent of the Board qf Directors, or shall be required by law to be
otherwise signed or exfcuted. In general, the Chairman shall perform all
duties incident to the qffice of Chairman. The Board may prescribe other
duties from time to time.
b. Vice Chairman ("Vic~ Chairman") of t he Board of Directors: In the
absence of the Chairman, the Vice Chairman shall perform the duties of
the Chairman. When sb acting the Vice Chairman shall have all the power
of and be subject to al~'the restrictions upon the Chairman. In the event of
the Chairman's inabili y or refusal to act, the majority of the Directors
present at the meetin at which a quorum is present may authorize the
Vice Chairman to pre~ide. The Vice Chairman shall perform such other
duties as from time to! time may be assigned by the Chairman or by the
Board of Directors. Tlie execution of any instrument of the corporation by
the Vice Chairman shaal be conclusive evidence, as to third parties, of his
authority to act for the Chairman.
c. Secretary/Treasurer: the Secretary/Treasurer of the Board of Directors
shall cause a record ~o be kept of the Proceedings of the Board of
Directors. The Secretary will give all notices as provided in these By
Laws or as required b~ law. This officer shall be custodian of all books,
documents, and papers: filed with the Board of Directors, the minute book
or journal of the Boar~ of Directors, and its official seal. The Secretary
shall have the authori~y to cause copies to be made of all minutes and
other records and dodlments of the Board of Directors. The Secretary
may certify under the ~fficial seal of the corporation that such copies are
true copies. All pers~ns dealing with the Board of Directors may rely
upon such certification~ The Secretary will perform duties as assigned by
the Chairman of the Board and will perform all duties incident to the
office of Secretary. The Secretary/Treasurer also has be the duty and
authority, in addition I to either the Chairman or CEO, to control the
financial matters for tqe Board of Directors, including but not limited to:
receiving and giving! receipts for moneys due and payable to the
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corporation from any ~ource; depositing all moneys in the corporation's
name in banks or otlier depositories as these By-Laws provide or the
Board directs; writing checks and disbursing funds to discharge the
corporation's obligations, upon the co-signature of the Chairman, Vice
Chairman or CEO; maintaining the corporation's financial books and
records; and preparing financial reports annually, with the aid of the
corporation's professional staff. The Treasurer performs other duties as
assigned by the Chairman of the Board and will perform all of the duties
incident to the office of the treasurer.
d. Chief Executive Offic~r: The CEO shall be hired by and report to the
Board of Directors anr shall have the authority to conduct all ordinary
business on behalf of tlIe corporation and execute and deliver on behalf of
the corporation any contract, conveyance, or similar document not
requiring approval by the Board of Directors and shall be a co-signatory
on all checks drawn on accounts of the BVCVB along with either the
Chairman Vice-Chairman or SecretarylTreasurer. The CEO shall cause to
be made at each meeting of the Board of Directors a report on the various
operations, projects and functions of the corporation and shall provide an
annual report at the SePtember meeting of the Board.
ARTICLE VII -The Brazos Valley SportslAdvisory Board
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Section 7.1 Designation. The Corporationl shall have a standing Board to be called the Brazos
Valley Sports Advisory Board (BVSAB). It ~hall be responsible for advising and counseling the
Board of Directors, offering suggestions ~d recommendations for the development and
promotion of amateur sports and sporting evjents with emphasis on youth development through
sports activities in the Brazos Valley and 0rfering guidance in the area of sports as a viable
marketing tool to promote tourism in the areal
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Section 7.2 Number; Qualification; Term. i The BVSAB shall consist of at least fourteen (l4)
but not more than thirty (30) persons, one (t) of whom shall be a director of the Corporation.
BVSAB members shall be appointed by thf Corporation's Board of Directors from a list of
nominations or recommendations from the fqllowing organizations: The City of Bryan Parks &
Recreation Department, the City of Colleg~ Station Parks & Recreation Department, Bryan
Independent School District Athletic Depruinent (with nominations and recommendations to
reflect participation by both Bryan High S~hool and Rudder high School), College Station
Independent School District Athletic Depatikent, Brazos County, Blinn College, Texas A&M
University Athletic Department, Texas A&Mj University student Recreation Center, Texas A *M
University Reed Arena, Bryan-College Statiop Chamber of Commerce. The BVSAB shall have
a Chairman who shall be a Director of the Cotporation nominated by the BVSAB. Each BVSAB
member shall serve for a two year term and utJ-til hislher successor shall have been appointed and
qualified. In order to provide staggered term~, one-half of the number of BVSAB members shall
initially serve a one year term.
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Section 7.3 Removal. Any member ofth~ BVSAB may be removed by the affirmative vote
of a majority of the Board of Directors of the ICorporation.
Section 7.4 Vacancies. A vacancy occu~ng in the BVSAB (by death, resignation, removal
or otherwise) may be filled by the Board of qirectors of the Corporation.
Section 7.5 Meetings. Time, place an~ notice (if any) of the BVSAB meetings shall be
determined by the BVSAB; however, the BVSAB shall meet at least bimonthly.
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Section 7.6 Quorum; Majority Vote. At eetings of the BVSAB, a majority of the number of
members of the BVSAB shall constitute a q orum for the purpose of engaging in discussions on
those sports related issues referred to the B SAB for its advice and guidance by the Board of
Directors. The decision of a majority of the embers present at any meeting at which a quorum
is present shall be the decision of the BVS B. If a quorum is not present at a meeting of the
BVSAB, the members present may adjourn e meeting from time to time, without notice other
than an announcement at the meeting, until a quorum is present.
Section 7.7 Procedure. The BVSAB shal~ keep regular minutes of its proceedings and report
the same to the Board of Directors of the ICorporation when required. The minutes of the
proceedings of the BVSAB shall be placed inlthe minute book of the Corporation.
ARTICLE VIII -Other Committees
Section 8.01 Appointment. The Chairman may from time to time appoint such standing or ad
hoc committees as he/she shall deem advisaible to carry out the functions and purposes of the
corporation. I
ARTICLE IX -Fiscal Matters
Section 9.01 Budget. The CEO shall prepare an annual budget for expenditure of all funds
anticipated to be available to the BVCVB to be submitted to the Board of Directors. After
review and tentative approval by the Board of Directors, the budget shall be submitted to the
City Managers of each City no later than th~ date established for such submittal by each City,
annually. The Cities may jointly or severally! determine the amount(s) that shall be approved for
the BVCVB's subsequent year's budget. Ift~ere is a change in funding from the original budget
request to the cities, the CEO shall make the ~ppropriate adjustments to the budget and resubmit
such revised budget to the Board of Directdrs for approval, based on the funds and programs
agreed to by each city. '
Section 9.02 Funds. All receipts of the c<j>rporation whether from public or private sources
shall be deposited in a financial institution insured by an agency of the Federal Government.
Funds on deposit in excess of the amount in$ured shall be guaranteed by collateral meeting the
minimum requirements under the Public Funqs Investment Act.
Section 9.03 Financial Records. The corporation will maintain current true and accurate
financial records with full and correct entrie~ made with respect to all financial transactions of
the corporation, including all income and exipenditures, in accordance with generally accepted
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accounting practices. Based on these recor~s the Board of Directors will approve an annual
report of the financial activity of the corpor4tion for the preceding year prepared by an outside
auditor who is qualified as a certified publicl accountant. Such certified public accountant shall
be hired for a tenn of no more than three (3~ years, upon the recommendation of the CEO and
Secretary/Treasurer following a request for f'roposals. The report will confonn to accounting
standards as promulgated by the American Institute of Certified Public Accountants and will
include a statement of support, revenue and xpenses and changes in fund balances, a statement
of functional expenses, and balance sheets fo . all funds.
All records, books and annual reports of finat1cial activities will be kept at the registered office or
principal office of the corporation for at leas~ three (3) years after the closing of each fiscal year
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and shall be available to the public for inspection and copying during the nonnal business hours.
Section 9.04 Fiscal Year. The fiscal year for the Brazos Valley Convention Visitors Bureau
shall begin on October 1 st and end on September 30th •
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Section 9.05 Loans. No loans may be mad~by the corporation to any Director or officer.
ARTICLE X -Books and Records
Section 10.01 The corporation will keep cohect and complete books and records of account.
The books and records will include: .
(a) A file-endorsed copy of all 10cuments filed with the Texas Secretary of State
relating to the corporation,! including but not limited to the Articles of
Incorporation, and any articlesl of amendment, restated articles, articles of merger,
articles of consolidation, and statement of change of registered office or registered
agent. '
(b) A copy of all by-laws, includling these By-Laws, and any amended versions or
amendments to them. I
(c) Minutes of the proceedings i of the Board of Directors and the Executive
Committee.
(d) A list of the names and addresses of the Directors, officers, and any committee
members of the corporation.
(e) The financial records as described in Section 9.03 of these By-Laws.
Section 10.02 Inspection and Copying. Any Director or Officer of the corporation may inspect
and receive copies of the corporate books and records required to be maintained under Section
10.01 of these By-Laws. Such person may, tiy written request, inspect or receive copies ifhe or
she has a proper purpose related to their interest in the corporation. They may do so through
their attorney or other duly authorized agent. The inspection will take place at a reasonable time
no later than ten (10) business days after the eorporation receives the written request. The Board
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of Directors may establish reasonable copyi*g fees, which may cover the cost of materials and
labor. The corporation will provide coPier of the requested records no later than ten (10)
working days after receiving a written reques.
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ARTICLE XI -Indemnification
Section 11.01 The corporation shall indemn~fy a director, employee or agent of the corporation
who was, is, or may be named a defendant ~f respondent in any proceeding as a result of his or
her actions or omissions within the scope of~is or her official capacity in the corporation.
Section 11.02 The corporation shall indemnify a person only if he or she acted in good faith and
reasonably believed that his or her condUC[as in the corporation's best interest. In case of a
criminal proceeding, the person will be ind 'fied only if he or she had no reasonable cause to
believe that the conduct was unlawful. Th corporation will not indemnify a person who is
found liable to the corporation or is found lia.le to another on the basis of improperly receiving a
personal benefit from the corporation.
Section 11.03 For purposes of this article, a person is conclusively considered to have been
found liable in relation to any claim, issue, or matter if the person has been adjudged liable by a
court of competent jurisdiction and all appeals have been exhausted. The termination of a
proceeding by judgment, order, settlement, conviction, or on a plea of nolo contender or its
equivalent does not necessarily preclude indemnification by the corporation.
Section 11.04 The corporation shall payor rfimburse expenses incurred by a director, employee
or agent of the corporation in connection with the person's appearance as a witness or other
participation in a proceeding involving or ~ffecting the corporation when the person is not a
named defendant or respondent in the proceeding.
Section 11.05 In addition to the situations otherwise described in these By-Laws, the corporation
may, but is not required to, indemnify a director, employee, or agent of the corporation to the
extent permitted by law upon a determination to do so pursuant to section 10.08 herinbelow. The
corporation will not, however, indemnify any person in any situation in which indemnification is
prohibited under Section 11.02. .
Section 11.06 The corporation may advance I expenses incurred or to be incurred in the defense
of a proceeding to a person who might eve*tually be entitled to indemnification, even though
there has been no final disposition of the pro4eeding. Advancement of expenses may occur only
when the procedural conditions set out in Stction 10.08 herinbelow, have been satisfied. The
corporation will not, under any circumstat1lces, advance expenses to a person before final
disposition of a proceeding if the person is ia named defendant or respondent in a proceeding
brought by the corporation, or if the person, is alleged to have improperly received a personal
benefit or committed other intentional or willful misconduct.
Section 11.07 The indemnity permitted urtder these By-Laws includes indemnity against
judgments, penalties, fines, settlements, and reasonable expenses (including attorney's fees)
actually incurred in connection with the proceeding. If the proceeding was brought by or on
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behalf of the corporation, the indemnificatio* is limited to reasonable expenses actually incurred
by the person in connection with the proceed~ng.
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Section 11.08 (a) Before the corporation maJy pay an indemnification expenses, the corporation
must specifically: (1) determine that i indemnification is permissible, (2) authorize
indemnification, and (3) determine that ex~enses to be reimbursed are reasonable, except as
provided in subparagraph 11.08(c) herqinbelow. The corporation may make these
determinations and decisions, subject to fue exception set out in subparagraph 11.08(b)
herinbelow, by anyone of the following proc~ures:
(i) Majority vote of a quorum co.sisting of directors who, at the time of the vote, are
not named defendants or respdndents in the proceeding
(ii) If such quorum cannot be obtained, by a majority vote of a committee of the
Board of Directors designated to act in the matter by a majority vote of all
directors, consisting solely of two or more directors who at the time of the vote
are not named defendants or respondents in the proceeding.
(iii) Determination by special legal counsel selected by the Board of Directors by the
same vote as provided in subparagraphs 11.08(a)(i) and (ii) above, or if such
quorum cannot be obtained. or such committee cannot be established, by a
majority vote of all directors. .
(b) Subject to subparagraph 11.08(a)(~ii) above, to determine if indemnification is
permissible, the authorization to indemnify ,and determination as to the reasonableness of the
expenses shall be made as specified in su1j>paragraphs 11.08(a)(i) and (ii) above, or if such
quorum or such committee cannot be established, by majority vote of all directors. Any
provision in these By-Laws making indemnification mandatory constitutes sufficient
authorization to indemnify, even though such provision may not have been adopted or authorized
as provided in Section 11.08(a) above.
(c) The corporation will advance expenses before final disposition of a proceeding only after
it determines the facts then known do not preclude indemnification, such determination to be
made pursuant to the procedures set out in subparagraph 11.08(a) above.
ARTICLE XII -Notice
Section 12.01 Notice by Mail. Any notice td a Director or officer required or permitted by these
By-Laws, the Articles of Incorporation or by law may be given by mail or electronic mail (e
mail). If mailed, a notice is deemed delivered when deposited in the mail addressed to the
person at their address as it appears in the corporate records, with postage prepaid. If by
electronic mail, the Notice will be deemed given when the electronic message is transmitted to
the electronic message address provided by tlhe Director or to which the Director has consented
for purposes of Notice. A Director or officcl may change their address in the corporate records
by giving written notice of the change to the Secretaryrrreasurer of the corporation.
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Section 12.02 Waiving Notice by Attendande. A Director or officer's attendance at a meeting
constitutes waiver of notice of the meeting uhless the express purpose of attendance is to object
to the lack of notice. I
ARTICLE XIII -Amendment to By-Laws
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Section 13.01 By-Law Amendment. The :Soard of Directors shall have the power to alter,
amend, or repeal the By-Laws or adopt ~ew By-Laws; provided however, any alteration,
amendment or repeal of Article III -Section S.OI, Article V -Sections 5.02a.(1), 5.02a.(3), 5.03,
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5.05, 5.08, Article IX, Article XII and Artide XIII hereof, shall require the affinnative consent
of the City Councils of the cities of Bryan, iTexas and College Station, Texas. Notice of such
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proposed action shall state the date, time, anp place of the meeting to consider such action and
the proposed amendments or modifications tQ the By-Laws. Notice shall be given no fewer than
ten (10) and no more than thirty (30) days prior to the meeting date. Action by the Directors
with respect to the By-Laws shall be taken ~y an affinnative vote of a majority of all Directors
(including a majority of the Executive Committee) then in office.
ARTICLE XIV -Dissolution
Section 14.01 The dissolution of the corporation shall be authorized at a meeting of the Board of
Directors upon the adoption of a resolution th dissolve by the vote or a majority of the directors
then in office.
Section 14.02 The corporation shall strictly follow statutory requirements for dissolution of the
corporation as provided in the NON-PROFIt CORPORATION ACT. Vernon's Ann. CIV. St.
art. 1396--1.01 et. al.
ARTICLE XV -Miscellaneous Provisions I
Section 15.01 Legal Authority. These BytLaws will be construed under Texas law. All
references in these By-Laws to statutes, regu~ations, or other sources of legal authority will refer
to the authorities cited, or their successors, as Ithey may be amended from time to time.
Section 15.02 Legal Construction. To the 'greatest extent possible, these By-Laws shall be
construed to confonn to all legal requir~ents and all requirements for obtaining and
maintaining all tax exemptions that may be *vailable to non-profit corporations. If any by-law
provision is held invalid, illegal or unenforbeable in any respect, the invalidity, illegality, or
unenforceability will not affect any other provision, and the By-Laws will be construed as if they
had not included the illegal, invalid, or unenforceable provision.
Section 15.03 Headings. The headings used in these By-Laws are for convenience and may not
be considered in construing the By-Laws.
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Section 15.04 Power of Attorney. A person may execute any instrument related to the
corporation by means of a power of attol11jey if an original executed copy of the power of
I attorney is provided to the Secretary of the COrPoration to be kept with the corporate records.
Section 15.05 Parties Bound. The By-Lawsiwill bind and inure to the benefit of the Directors,
officers, employees, and agents of the c~rporation and their respective heirs, executors,
administrators, legal representatives, success~rs, and assigns except as the By-Laws otherwise
provide.
CERTIFICATE OFTH~SECRETARYITREASURER
I certify that I am the duly elected and, acting secretary/treasurer of the Brazos Valley
Convention and Visitors Bureau and that the~e By-Laws constitute the Corporation's By-Laws.
These By-Laws were duly adopted at a meetihg of the Board of Directors held on the XXth day
ofXXXXXXXX, 2010.
Signature
Secretary of the Corporations
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City of College Station’s Proposed Article XIII Language
ARTICLE XIII – Amendment to By-Laws
Section 13.01 By-Law Amendment. The Board of Directors shall have the power to alter,
amend, or repeal the By-Laws or adopt new By-Laws; provided however, any alteration,
amendment or repeal shall of Sections 3.01, 5.02a.(1), 5.02a.(3), 5.03, 5.05, 5.08, Article IX,
and Article XIII hereof, shall require the affirmative consent of the governing body of any
funding entity that appropriates a simple majority of the BVCVB’s annual budget. Notice
of such proposed action shall state the date, time, and place of the meeting to consider such
action and the proposed amendments or modifications to the By-Laws. Notice shall be given no
fewer than ten (10) and no more than thirty (30) days prior to the meeting date. Action by the
Directors with respect to the By-Laws shall be taken by an affirmative vote of a majority of all
Directors (including a majority of the Executive Committee) then in office.
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November 22, 2010
Workshop Agenda Item No. 6
Council Mid-Year Retreat
To: Glenn Brown, City Manager
From: City Manager’s Office
Agenda Caption: Presentation, possible action, and discussion regarding setting a date for
a Council mid-year retreat and determining what items to include on the agenda.
Recommendation(s): N/A
Summary: The City Council regularly participates in a one-day mid-year retreat. With this
workshop item, staff is seeking Council feedback on what dates they prefer and what they
would like to accomplish at the retreat. In the past, the mid-year retreat has included a
review of progress made on strategic goals and initiatives or catching up on workshop
items. Once a date is set, staff will reserve a room at the College Station Utilities Training
Facility or another city facility.
Budget & Financial Summary: N/A
Attachments:
1. Mayor and Council Calendar – Out of Office
2. Council Calendar – December, January, February
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Mayor and Council Calendar – Out of Office
Revised –November 17, 2010
Mayor Nancy Berry
Dec 3-6 – Out of Office (will leave on Dec 3rd right after the Employee Recognition)
Councilmember John Crompton
February 6-7 – Out of Office
April 9-12 – Out of oOffice
Councilmember Jess Fields
Councilmember Dennis Maloney
December 1-December 5 – NLC Congress of Cities (Denver)
Councilmember Katy-Marie Lyles
Councilmember David Ruesink
November 17-26 (will miss November 22 meeting)
November 30-December 5 – NLC Congress of Cities (Denver)
Councilmember Jana McMillan
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