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HomeMy WebLinkAbout12-6-83-05 - Resolution - 12/06/1983RESOLUTION NO. 12-6-83-05 WHEREAS, the City of College Station has entered into negotiations with the Cities of Caldwell, Kirbyville and Newton, Texas, to create an agency to exercise all the powers conferred upon cities by Chapter 10 of Title 28 of the Revised Civil Statutes of Texas, 1925, as amended, and by Sections 4a and 4b of Article 1435a, as amended, of said statutes; and WHEREAS, the purpose of the Lone Star Municipal Power Agency is to create a joint effort in producing and meeting the energy needs of the City of College Station and the other above-mentioned cities; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of College Station that it does hereby adopt the Bylaws of the Lone Star Municipal Power Agency as presented herein, and same being attached hereto as Exhibit A. PASSED AND APPROVED this 6th day of December, 1983. ATTEST: City Sedret~ 00t 168 BYLAWS OF THE LONE STAR MUNICIPAL POWER AGENCY ARTICLE I Section 1. Creation; Purpose. LONE STAR MUNICIPAL POWER AGENCY is a joint power agency created by the Cities of Caldwell, College Station, Kirbyville, and Newton, Texas, by concurrent ordinances duly adopted by the governing body of each such City on December 6 , 1983, as a separate municipal corporation, a political subdivision of the State of Texas, and body politic and corporate, without taxing power. The Agency has and may exercise all of the powers which are conferred upon cities by Chapter 10 of Title 28 of the Revised Civil Statutes of Texas, 1925, as amended, and by Sections 4a and 4b, of Article 1435a, as amended, of said Statutes. ARTICLE II The members of the Lone Star Municipal Power Agency shall be the Cities of Caldwell, College Station, Kirbyville and Newton, each being incorporated municipalities and political subdivisions of the State of Texas. Any of the named member cities may remove itself from membership in the agency in the event of a determination by resolution by such member's governing body that continued membership is not in the best interest of such member's citizens; PROVIDED THAT no member shall ever be able to remove itself from membership in the agency or from any -1- liabilities or obligations connected with the agency or its business after the agency has incurred debts for a capital project or entered into a contract or contracts for the purchase or sale of power. New members may be added to the agency only upon unanimous consent of the then member cities, and subject to the written opinion of counsel of the agency as to the legality of the addition of such new member and the procedures required to lawfully and appropriately accomplish same. ARTICLE III BOARD OF DIRECTORS Section 1. Number and Tenure. The responsibility of the management, operation and control of the properties belonging to the Agency shall be vested in a Board of Directors consisting of eight (8) members, who shall serve by places. The initial term of office, commencing , 1983, and the governing body of the city which may appoint each director to fill each place is as follows: Place Number Initial Term Appointing City 1 One Year Caldwell 2 Two Years Caldwell 3 One Year College Station 4 Two Years College Station 5 One Year Kirbyville 6 Two Years Kirbyville 7 One Year Newton 8 Two Years Newton -2- 00/ 170 Upon the expiration of the initial term for each place, the successor in office shall be appointed for a term of two years by the governing body of the city appointing the initial director. Section 2. Resignations. Any director may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the Agency. Any such resignation shall take effect upon receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 3. Vacancies. Any vacancy occurring in the Board of Directors by reason of death or resignation shall be filled for the unexpired term by the governing body of the city which originally filled such position. Section 4. Place of Meetings. All meetings of the Board of Directors shall be held at the principal office of the Agency in the City of College Station, Texas, or at such other place within or without the State of Texas as may be designated by the Board of Directors or person calling the meeting. Section 5. Annual and Regular Meetings. The Board of Directors shall meet on the second Monday in April of each year, if said date is not an official state or federal holiday, and should said date be such a holiday, the meeting shall be held on the next non-holiday date, at such hour as may be designated in the notice of the meeting, if such day is not a legal holiday, -3- 00/ 171 for the transaction of such business as may properly be brought before the meeting. The Board of Directors shall also meet regularly at such time or times as shall be established by resolution of the Board of Directors. The Secretary of the agency shall mail each of the directors an agenda for annual and regular meetings seven (7) days prior to the meeting. Section 6. Special Meetings. Special meetings of the Board of Directors may be held at any time upon the call of the President or the Secretary of the Agency or any two directors. If a special meeting is called, the parties calling the meeting shall notify the Secretary of the Agency of the agenda items. The Secretary of the agency shall thereafter notify all of the directors of the meeting and of the items on the agenda. Section 7. Quorum. Six (6) of the directors fixed by these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and the affirmative vote of at least six (6) directors shall be required for the approval of any action, except that: (1) a resolution, order, or other instrument which approves a capital project, a pre- liminary capital project budget, an amendment to a preliminary capital project budget, a final capital project budget, a contract for engineering services; or an amendment to a final capital project budget, or -4- 00/ 172 (2) the issuance of bonds or notes of the Agency, or (3) any contract executed by and between the Agency and the Cities of Caldwell, College Station, Kirbyville and Newton, or any of them whereby the Agency is obligated to do or perform services for such cities or any one of them, or (4) an obligation to supply electric energy in the future to such city or cities shall require the affirmative vote of a majority in interest of the directors then in office, in addition to the affirmative vote of no less than six (6) directors. In the absence of a quorum or majority in interest of the directors in office, a majority of the directors present may adjourn the meeting until a quorum is present. Section 8. Majority in Interest. Majority in interest of the directors then in office, as used in Section 7 above, is determined as follows: (1) The net usage of electric energy (kw hours) of each of the cities of Caldwell, College Station, Kirbyville, and Newton shall be determined for the preceeding 12 month period ending on a billing date not m6re than thirty (30) days prior to the date of pertinent -5- 00 173 directors' meeting. (2) Each individual director attending the meeting shall be entitled to cast a vote equal to 1/2 of the kw hours shown as the net usage of electric energy of the particular city he or she represents. (3) A majority of 51% of the kw hours of net usage of electric energy of all four cities shall constitute a majority in interest of the directors in office. (4) Net usage shall mean the total number of kilowatt hours purchased from the agency in the twelve months covered by this section. Section 9. Compensation. Directors shall not receive any compensation for their services, but a director may be reimbursed for necessary and reasonable expenses actually incurred in connection with the business affairs of the Agency. No director shall be precluded from serving the Agency in any other capacity and receiving compensation therefor. ARTICLE IV OFFICES, NOTICES, AND MEETINGS Section 1. Offices. The principal office of the Agency shall be located at 1101 Texas Avenue in the City of College -6- Station, Texas, and the Board of Directors may designate other offices from time to time. Section 2. Notice of Meetings. Written notice of the date, hour, place, and subject of each meeting of the Board and of each Committee shall be given to each member, and, in accordance with Art. 6252-17, V.A.T.C.S., as amended, shall be posted at a place convenient to the public in the principal office of the Agency and shall be furnished to the County Clerks of Burleson, Brazos, Newton and Jasper Counties for posting on a bulletin board in the County Courthouse of the Counties Wherein said Cities are located. A member of the Board or of a Committee may waive notice of any meeting by an instrument in writing (executed before or after the meeting) or by attending such meeting. Section 3. Meetings Public. All meetings of the Board of Directors or any Committee shall be open to the public, except for deliberations or discussions which may be closed to the public under said Art. 6252-17, and then only in accordance therewith. ARTICLE V OFFICERS Section 1. Number. The officers of the Agency shall be elected by the Board of Directors, and shall consist of a President, a Vice President, a Secretary, a Treasurer, and such other officers as may be deemed necessary. The offices of President and Vice President must be filled by a Director of the Agency. None of the other officers need be directors. The -7- 00/ 175 offices of Secretary and Treasurer may be held by one person. Section 2. Election and Term of Office. The officers of the Agency shall be elected each year by the Board of Directors at its annual meeting in April. Each officer shall hold office until his successor shall have been duly elected and qualified. The Officers shall be elected each year from different cities, as follows: (1) The positions of President, Vice President, Secretary and Treasurer shall be held by representatives from Caldwell, College Station, Kirbyville and Newton, respec- tively in the first year. (2) In each subsequent year, the offices rotate, so that in the second year the four offices ordered as above would be held by representatives from College Station, Kirbyville, Newton and Caldwell, respectively; and so on in later years. Section 3. Vacancies. A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term. Section 4. Removal. The Board of Directors may at any time remove any officer of the Agency for or without cause, but such removal shall be without prejudice to the contract rights, if -8- 00/ 176 any, of the person so removed. Election or appointment of any officer or agent shall not of itself create contract rights. Section 5. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary. Any such resignation shall take effect upon receipt of such notice or any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 6. The President. The President shall be the principal executive officer of the Agency, and, subject to the control of the Board of Directors, shall in general supervise and control all the affairs of the Agency. He shall, when present, preside at all meetings of the Board of Directors. He may sign, with the Secretary or any other proper officer of the Agency authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution shall be expressly delegated by the Board of Directors to some other officer or agent of the Agency; and in general shall perform all duties incident to the office of President and other duties as may be prescribed by the Board of Directors. Section 7. The Vice President. In the absence of the President or in the event of his death, inability or refusal to act, the Vice President shall perform the duties of the President, and whom so acting, shall have all the powers of and -9- OOa 1 77 be subject to all the restrictions upon the President, and shall perform other duties as may be assigned to him by the President or by the Board of Directors. Section 8. The Secretary. The Secretary, or his delegate, shall keep the minutes of all meetings of the Board of Directors. The Secretary shall see that all notices are duly given in accordance with the provisions hereof and as required by law; shall be custodian of the seal of the Agency, and shall affix the same, or cause it to be affixed to all documents, the execution of which under seal has been authorized by the Board of Directors; shall be custodian of the Agency's records; shall keep a register of the post office addresses of the Directors, and of the members of any committee appointed by the Board of Directors; and shall in general perform all the duties incident to the office of secretary and such other duties as may from time to time be assigned to him by the President or the Board of Directors. Section 9. The Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Agency; shall receive and give receipts for monies due and payable to the Agency from any source; shall deposit all monies in the name of the Agency in the depositories selected in accordance with the provisions of these Bylaws; and shall perform all of the duties as may be assigned to him by the President or by the Board of Directors. Section 10. Executive Director. The Board may appoint or -10- 00/ 178 employ an Executive Director as the Chief Administrative Officer of the Agency. Such officer, if appointed or employed shall perform such duties as may be assigned by the Board or the Executive Committee. The Executive Director may hold other offices of the Agency except the office of President or Vice President. Section 11. General Counsel. The Board shall appoint a competent attorney as General Counsel who shall meet with the Board from time to time and shall be generally knowledgeable and involved in the affairs of the agency. All obligations of the agency shall be subject to the review and approval of the General Counsel as to proper legal validity and form. The Board may make such arrangements to compensate the General Counsel as it deems proper, provided that the General Counsel may be removed or replaced at any time upon the vote of the Board, and shall only be entitled to be paid for services performed prior to such removal or replacement, or until Court or agency approval of withdrawal in any pending litigation or administrative agency matters. Section 12. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors. ARTICLE VI COMMITTEES Section 1. Executive Committee. The Board of Directors may by resolution establish an Executive Committee composed of one director from each of the Cities of Caldwell, College Station, -11- 00 179 Kirbyville, and Newton, which Committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the Agency between meetings of the Board provided that the Executive Committee shall have no authority in any matter which requires the vote of a majority in interest of the directors in office under Article III, Sections 7 and 8. The designation of such Committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law, nor shall such Committee function where action of the Board of Directors is required under applicable law. All action by the Executive Committee shall be reported to the Board at its meeting next succeeding such action and shall be subject to revision or alteration by the Board. The Executive Committee shall fix its own rules of procedure, and shall meet at such times and at such place or places as may be provided by such rules, or by resolution of the Executive Committee or of the Board. At every meeting of the Executive Committee, the presence of all the members thereof shall be necessary to constitute a quorum and the affirmative vote of all members shall be necessary for the adoption by it of any resolution. Any member may be present by proxy, written or oral, provided that an oral proxy must be reduced to writing within thirty (30) days and delivered to the secretary. Members of the Executive Committee shall not be paid compensation for their services as such, but they shall be -12- 00 180 entitled to be reimbursed for any reasonable expenses actually paid or incurred by them in attending meetings of such Committee. Section 2. Other Committees. The Board may from time to time by resolution create such other committee or committees of directors, officers, employees, or other persons designated by it for the purpose of advising with the Board, the Executive Committee and the officers and employees of the Agency in all such matters as the Board shall deem advisable and with such functions and duties as the Board shall by resolution prescribe. A majority of all the members of any such committee may determine its action and fix the time and place of its meetings, unless the Board shall otherwise provide. The Board shall have the power to change the members of any committee at any time and to discharge any such committee, either with or without cause, at any time. ARTICLE VII RECORDS OF THE AGENCY Section 1. Definitions. As used in this Article VI, the term "public records" shall have the same meaning as specified in Art. 6252-17a, V.A.T.C.S., as amended, and the term "confidential information" means the exceptions listed under Sec. 3 of said Art. 6252-17a. Section 2. Custodian of Public Records. The Executive Director of the Agency (if appointed or elected and if not, the Secretary of the Board) shall be the custodian of all public records of the Agency and the c~stodian shall be responsible for the preservation and care of such records. It shall be the duty -13- 00 .181 of the custodian of public records to see that such records are made available for public inspection and copying; that the records are carefully protected and preserved from deterioration, alteration, mutilation, loss, removal, or destruction; and that such records are repaired, renovated, or rebound when necessary to preserve them properly. When records are no longer currently in use, it shall be within the discretion of the Agency to determine a period of time for which said records will be preserved. Section 3. Furnishing Public Records. It shall be the duty of the custodian of public records of the Agency to produce such records upon the application of any person and make the same available for inspection and copying within the period of time, in the manner and for the charges specified in said Article 6252-17a. The Agency shall have the right to request an opinion of the Attorney General in the circumstances contemplated by said Art. 6252-17a and in accordance with the provisions thereof. Section 4. Confidential Information. Confidential infor- mation of the Agency shall not be made available for inspection or copying nor shall the same be distributed. ARTICLE VIII CONTRACTS, LOANS, CHECKS, AND DEPOSITS Section 1. Execution of Contracts. The Board of Directors may authorize in writing any officer or officers, agent or agents, or attorney or attorney~, to enter into any contract or execute and deliver any instrument in the name and on behalf of -14- 00&182 the Agency, and such authority may be general or confined to specific instances; and, unless so authorized by the Board of Directors or expressly authorized by these Bylaws, no officer, agent, or employee shall have any power or authority to bind the Agency by any contract or other engagement or to pledge its credit or to render it liable pecuniarily for any purpose or in any amount. Section 2. Loans. No loan shall be contracted on behalf of the Agency, and no bonds, notes, or other negotiable paper shall be issued in its name, unless authorized by the Board of Directors. Section 3. Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, and all bonds, notes, or other evidences of indebtedness issued in the name of the Agency shall be signed by one officer or agent of the Agency and countersigned by another person as shall be determined by resolution of the Board of Directors. Section 4. Deposits. All funds of the Agency not otherwise employed shall be deposited to the credit of the Agency in banks, trust companies, or other depositories as the Board of Directors may select. ARTICLE IX MISCELLANEOUS PROVISIONS Section 1. Fiscal Year. The fiscal year of the Agency shall be determined by resolution of the Board of Directors. Section 2. Seal. The seal of the Agency shall be circular -15- 00 .183 in form with its name around the margin, a five-pointed star in the center, and the word "seal" around such star. Section 3. Amendments. These Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted by the Board of Directors at any regular or special meeting upon the affirmative vote of at least six (6) of the Directors in attendance at such meeting, and a majority in interest of the directors then in office, as defined in Article III, Section 8. Section 4. Preliminary Start-up Costs. Preliminary start-up costs connected with for~ing the agency prior to the issuance and sale of agency revenue bonds will be divided by the four cities in proportion to the kilowatt hours purchased from Gulf States Utilities Company by each city for the twelve (12) months preceding the adoption of these by-laws. -16-