HomeMy WebLinkAboutRes 2001-23
RESOLUTION NO. 2001-23
A RESOLUTION APPROVING THE ARTICLES OF INCORPORATION AND
BYLAWS OF GOVERNMENTAL AGGREGATION PROJECT, INC., A POLITICAL -
SUBDIVISION CORPORATION; ACCEPTING MEMBERSHIP IN SAID CORPOR.A.TION;
APPOINTING A REPRESENTATIVE TO SERVE ON BEHALF OF THE CITY OF WEST
UNIVERSITY PLACE, TEXAS; APPROVING PAYMENT OF AN INITIAL MEMBERSHIP
FEE; AND -ESTABLISHING AN EFFECTIVE DA TE~
WHEREAS, Chapter 303 of the Texas Local Government Code, entitled Energy
Aggregation Meas'ures for Local Governments, allows political subdivisions to form a political
subdivision corporation to act as an agent to negotiate the purchas'e of electricity, or to lilcewise
aid or act 011 behalf of the political subdivisions for which the corporation is created, with respect
to their own electricity use for their respective public facilities; and
WHEREAS, Govermnental Aggregation Project, Inc. ("GAP") is a political subdivision
corporation organized under said Chapter; and
WHEREAS, the negotiation for electricity by the corporation should result in lower electricity costs to the
City of West University Place]; and
WHEREAS, the City of West University Place seeks to become a Member of GAP; and
WHEREAS, the By-Laws of GAP reqtlire an initial membership fee of $1 ,000.00;
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
WEST UNIVERSITY PLACE, TEXAS:
Sectioll 1. The recitals contained in the premnble of this Resollltion are determilled to be
true and correct aIld are hereby adopted as a part of this Resolution.
Section 2~ The Articles of Incorporation and Bylaws of GAP, a political Sllbdivisioll
corporation, attached hereto and incorporated herein for all purposes as Exhibits A ffi1d B
respectively, are hereby approved.
Section 3. TIle City of West University Place accepts Membersllip ill GAP.
Section 4. The City of West University Place approves payment of an initial melnbership
fee of $1 ,000.00 in accordance with Article 5 of the Bylaws.
Section 5~ The City of West University Place hereby appoints tile City Manager to serve
as the City's representative to the corporation and to act on tIle City's behalf.
Section 6~ All Resollltions and parts thereof in conflict herewith are llereby expressly
-1-
repealed insofar as they conflict 11erewith.
Section 7~ This "Resolution shall tal<e effect inlmediately froJn and after its acloption and it
is accordingly so resolved.
Signed this /1)# day of ~~ ',2001.
Mayor
~J
ATTEST:
City Secretary
G APRes-O 9.01. doc
-2-
ARTICLES OF INCORPORATION
OF
GOVERNMENTAL AGGREGATION PROJECT, INC.
ARTICLE ONE
The corporation will conduct business under the name Governmental Aggregation
Project, Inc~
ARTICLE TWO
The period of its duration is perpetuaL
ARTICLE THREE
The corporation is a non-profit political subdivision corporation authorized by Section
303.001 of Chapter 303, Texas Local Govermnent Code, entitled UEllergy Aggregation MeaSlrres
for Local Governments,~1 as amended ("Chapter 303").
ARTICLE FOUR
The corporation has been organized for the purposes of purchasing electricity, aidil1g or
acting on behalf of its members with respect to their own electricity use for their respective
public facilities and negotiating on behalf of its members for the purchase of electricity, ma!<ing
contracts for the purchase of electricity, and taking any other actions necessary to purchase
electricity for use in the public" facilities of the political subdivision or subdivisions represellted
by the corporation as authorized by Chapter 303, Section 303~OOl(d), and for all other purposes
as may be permitted by law for political subdivision corporations~ These Articles have beell
approved by the governing body of each political subdivision for which the corporation is
created.
ARTICLE FIVE
The street address for the corporation's initial registered office is Arboretllffi Great Hills
Center, 9600 Great Hills Trail, Suite 150W, Austin, Texas 78759, and the registered agent for t11e
corporation at this address is Clarence A~ West
ARTICLE SIX
The corporation sllall llave political subdivisiol1S as members. Mem"bership s11all be
determined tInder the terms and conditions provided in the corporationrs bylawsA
1
ARTICLE SEVEN
The direction c.ind management of the affairs of the corporation and the control aJ.ld
disposition of its properties and funds shall be vested in a Board of Directors composed of SllCll
11umber of persons, but not less than three, as may be fixed by the bylaws. Ul1til changed by tIle
bylaws, tIle original number of directors shall be three (3). The names and addresses of the
persons who are to serve as Directors of the corporation llntiI their Sllccessors are dllly elected
811d qllalified are:
1 . Jeff Braun
City Manager
City of Rosenberg
2110 Fourth Street / P.O. Box 32
Rosenberg, TX 77471-0032
2. J ames Thurmond
City Manager
City of Missouri City
1522 Texas Par!cway
Missouri City, TX 77459
3. Andres Garza, Jr., City Manager
City of Wharton
120 East Caney Street
Wharton, TX 77488
ARTICLE EIGHT
The bylaws of the corporation shall be adopted by the Board of Directors and sllall be
approved by the governing body of each political Sllbdivision Member for whicll the corporatio11
is created.
ARTICLE NINE
The names and addresses of the incorporators are:
::
1 . Jeff Braun
City Manager
City of Rosenberg
2110 Fourtll Street I P.O. Box 32
Rosellberg, TX 77471-0032
2. James T11l1rmond
City Manager
2
City of Missouri City
1522 Texas ParI(way
Missouri City, TX 77459
3. Andres Garza, Jr~, City Manager
City of Wharton
120 East Caney Street
Whartol1, TX 77488
The undersigned incorporators, all of whom are over the age of eighteell (18) ancl are
citizens of the State of Texas, sign these Articles of Incorporation subject to the penalty ilnposed
by Article 9.03A, Texas Non-Profit Corporation Act.
CITY OF
ROSENBERG
By:
Jeff Braun
City Manager
CITY OF
MISSOURI CITY
By:
Jalnes Thurmond
City Manager
CITY
OF - -
WHARTON
By:
Andres Garza, Jr.
...,
-'
BYLA WS
OF
GOVERNMENTAL AGGREGATION PROJECT, INC.
(As amended 5/14/01)
ARTICLE l~ Name and Pllrpose
1.1 Name~ This corporation shall be lOlown as Governmental Aggregation Project, II1C.
1.2 Purpose~ The corporation has been organized for any and all lawful bllsiness for which
corporations may be organized under the Texas Non Profit Corporations Act, for the plrrposes of
. + purchasing electricity, aiding or acting on behalf of its Members with respect to their own
electricity use for their respective public facilities and negotiating on behalf of its Members for
the purchase of electricity, malcing contracts for the purchase of electricity, and ta1(ing any other
actions llecessary to purchase electricity for use in the public facilities of the political subdivisiol1
or subdivisions represented by the corporation, for the purposes of acting as a local cooperative
organization to purchase goods and ancillary services for its members, in accordance with Texas
Local Government Code, Chapter 303, entitled, "Energy Aggregation Measures for Local
Governments," Section 303~OOl(d), and for all other purposes as may be permitted by law for
political subdivision corporatiollS~
ARTICLE 2. Board of Directors
2.1 Composition. There shall be a Chair and a Vice Chair on the board and suel1 other
directors as required for the performance of duties.
2.2 Powers. The affairs of the Corporation shall be managed by the Board of Directors,
which may exercise all such powers of the corporation and do all such lawfill acts and things as
are not prohibited by statute, by the Articles of Incorporation of the Corporation, or by tllese
Bylaws. By illustration and without limitation, included among the powers of the Board of
Directors is the power to negotiate the purchase of electricity, aid or act on behalf of the political
subdivisions for which the corporation is created, malce contracts for the purchase of electricity,
pllfchase electricity, and ta!(e any other action necessary to purchase electricity for llse in the
public facilities of the political subdivisioll or subdivisions represented by the Corporation;
provided, however, no Member shall be obligated under any stIch contract unless the Member
approves such COlltract.
2.3 Number, Tenllre atld Qllalification.
-1-
(a) Directors shall be elected to tIle Board at alillual meetings of the Members as hereillafter
described from a slate presellted by tile Board and frOlll nominatiol1S by Menlbers.
NOlninations for membership on tIle Board made by Members sllall not be COllsidered at
any meeting of the Members unless silell nOlnil1ation has beell presellted in writillg,
signed by the Member or Members proposing the same, and filed with the Secretary of
the Corporation at least sixty (60) days prior to the date of the meeting at which said
nominations are to be considered, except for the first elected Board, as described i11
Subsections (b) and (c) below, which shall reqllire thirty (30) days' prior 11otice. Frol11 t11e
nominations so made and no others, and from tile slate presented by the Board, Directors
shall be elected, and the person or persons receiving the highest number of votes sIlall be
declared elected& If the election of Directors shall not be held on the day designated
herein for any annual meeting of the Members, or at any adjournment thereof, tIle Boarel
shall cause the election to be held at a speciallneeting of the Melnbers, which sllall be
convened as soon thereafter as is possible.
(b) The ilutial Board of Directors shall consist of three directors, as designated, ill Article
Seven of the Articles of Incorporation and each City representative tllatjoins GAP lllltil
there are a total of seven Directors ("Initial Board"). Such Initial Board shall serve 11l1til
their successors are duly elected and qualified. On or before December 31, 2001, the
Members shall elect from its Members an elected Seven Member Board. T11e num"ber of
Directors may be increased or decreased by Resolution of the Board, but no decrease
shall have the effect of shortening the term of an incumbent Director.
( c) The first elected. Directors shall serve until December 31, 2003. The subsequent Board Melnber Selection
Process will be determined by the fIrst elected Board based upon an equitable and fair luanner that allows
aU Members to have representation and must be established before June 1,2003. The directors elected as a
result of using the subsequent Board Member Selection Process shall serve two (2) year staggered tenTIS
with directors serving in place numbers that are odd elected in odd numbered years and those serving in
place numbers that are even elected. in even numbered years.
(d) Except for the Initial Board, each Director of the Board fillst be an official or ftIll tinle
salaried employee of a Member. Any Director who is an official or frIll-time salaried
employee of an entity t11at ceases to be a Member participant of the Corporatiol1, llild any
Director who ceases to be 8.11 official or full-time salaried employee of a Member, sllall be
automatically disqualified to serve as a Director, and the position sllall beCOlne vacant,
SlICh vacancy to be filled in the malmer provided in Section 2~5 of this Article 2.
2.4 RemovaL Directors may be removed from office, with or withOllt calIse, by an
affirmative vote of the majority of the Members then entitled to vote at all election oftlle
Directors at an annual meeting of the Members or a in meeting called expressly for tllat 'pllr.pose~
provided, no action to remove any Director shall be sufficient llnless written 110tice tllat SllC11
action is to be considered shall have been given to all Members by t11e Chairlnan or Secretary at
least sixty (60) days before the meeting~
2~5 Vacal1cies. Any Director may resign at any time by giving writtell notice to tIle Secretary
of the Corporation. Such resignatioll shall tal(e effect at the tilue specified therein; and, l1111ess
-2-
otherwise specified tllerein, the acceptaI1Ce of such resignation shall not be l1ecessary to mal<e it
effective. Any vacancy~~occllrring in the Board may be filled "by the affirmative vote of a luajority
of the remaining Directors though less thaI1 a qlloruln~ A Director elected to fill a vacal1cy s11all
be elected for the unexpired term of l1is or her predecessor in office. Any place on the Board to
be filled by reason of an increase in the number of Directors sllaIl be filled by tIle affirruative
vote of a majority of the Directors then in office. A Director cI1osel1 to fill a positioll reslllti11g
from an increase in tIle number of Directors shallllo1d office lmtil tile next annllal meetillg of
Members, at which time a Sllccessor shall be elected to serve until the expiration date set for l1is
or her designated place.
2.6 Regular Meetings. A regular meeting of tIle Board shall be held" mmually in conjul1ctioll
with the annual meeting of Members, for the purpose of organization, election of officers, alld
consideration of any other business that properly may come before the Board. The Board Inay
provide, by resolution, the time al1d place for tile "holding of additional reglllar meetillgs.
2~7 Special Meetings. Special meetings of the Board may be called by the Cllairm811 of tIle
Board or at the written request of any two Directors"~ The person or persol1s autllorized to call
special meetings of the Board may fix the place for holding any special meeting of the Board so
caIled~ If no place is fixed, the place of meeting shall be tIle principal office of the Corporation ill
Texas.
2.8 Voting, QUOrulTIS. A majority of the number of Directors described in by Section 2~3
shall constitute a quorum for the transaction ofbllsiness. The act of tIle majority of the Directors
present at a meeting at which a quorum is present shall be the act of the Board, provided,
however, tIle Board may, by resolution, delegate any of its powers in whole or in part,
temporarily or permanently, to any Director or committee of Directors then acting; any SllCh
delegation shall be by written il1strument filed in the records of t11e Corporation.
2~9 Notice of Meetings. Notice for board meetings shall be provided to all Directors and
Members either by mail not less thail sevel1ty-two (72) hOtlrS before tIle date of the Ineeting, by
telephone, telegram, e-mail or telecopy 011 twenty-four (24) hOllfS notice or on SllCh shorter
notice as the person or persons calling such meetil1g may deem necessary or appropriate ill t11e
circumstances~
2~ 1 0 Informal Action by Directors~ Any action required to be tru<en at a meetillg of the
Directors, or any other actioll which Inay be taken at a meeting oft11e Directors, may be talcell
without a meeting if a consel1t or consensus in writing, setting fortIl tIle action so ta1(ell, sIlall be
signed by all of the Members with respect to tIle sllbject matter thereof. StIch consent or
COl1sents shall have the same force and effect as a unanimolls vote of the Directors~
....... -:
2.11 Compensation. Duly elected or appoil1ted Directors sllall serve withollt compe11satiol1~ but
shall be reimbursed for costs of travel, Ineals, lodging alld incidental expellses while 011 official
business for the Corporation.
2.12 Reliance on Professionals and Experts. Directors are authorized to rely 011 inforu1atioll,
......
-,)-
opinions, reports and statemellts, incllldillg financial statements al1d otller financial data,
prepared or presented by otllers to the fullest extent permitted by applicable law.
, .
2.13 Executive Committee. The Chairman of the Board may appoint an Execlltive COl11111ittee
of the Board to l1andle the affairs of the Board when regular or special Board meetings are 110t in
sessioll, with such functions as may be designated to the Execlltive C011lluittee by tile Board
tlu40ugh a resolution properly adopted. The Executive Committee may COllsist of tIle Chairm811,
Vice-Chairman, and one or two other Directors as designated by the ChairmaJ.1.
2.14 Other Committees. The Chairlnan is allthorized to form any cOlumittees as needed i11
order to assist the Board with its information gathering and deliberations.
2.15 Specific Powers and Duties~ The Board, in addition to other powers and duties l1erei11
conferred, imposed, and allthorized by law, shall have the following powers and dllties:
(a) It shall carry out all of the duties necessary for the proper operation and administratiol1 of
the Corporation on behalf of the Members and to that elld sllall have all of tIle powers
necessary and desirable for the effective administration of the affairs of tIle Corporation.
(b) It shall be authorized to contract with any qualified individllal, firm or organization to
perform any of the functions necessary for the effective administration or operation of tIle
Corporation, or to provide for the fiscal protection of the Corporation or in l(eeping with
its fiduciary responsibilities as Directors.
(c) It may hire attorneys, accountants, consultants, or sl1.ch other professional perSOl1S t11at it
may deem necessary aid to or for the Corporation. Tllose persons shall be paid as
provided in the contract for hire as executed by the Chairman of the Board~
(d) It shall have tIle general power to ma1(e and e.nter into all contracts, leases and agreements
~necessary or convenient to carry out any of the powers granted llnder these bylaws or by
any other law.
(e) It shall provide for an annual audit of the bool(s of the Corporation to be supplied to t11e
Membership within 120 days following the close of eacll Corporation Year, or as soon
thereafter as practicable.
(f) It shall have tIle authority to terminate membership of any Member tllat fails to a"bide by
tIle reasonable requirements of the Board concerning .paymel1t of a1111l1al dlles or
aggregation fees--as provided in Article 5, cooperate with any of tIle agents l1ired to
provide administrative services on behalf ofllie Board, or tal(es allY otller action that Inay
be detrimelltal to the Corporation.
(g) It may collect interest on all past due accounts not to exceed the amounts allowed under applicable law.
ARTICLE 3. Officers
3~ 1 GeneraIly~ TIle Board shall elect frolll among tlleir ntunber a Cl1airman of tIle Board alld
-4-
a Vice-Chairluan of the Board. The Board shall designate a Secretary, who mayor may 110t be a
Director, to lceep the mJnutes and the records of the Board. TIle Board may appoillt SllCh otller
officers, assistant officers, committees and agents, including a treasurer, assistant secretaries alld
assistant treaSllrers, as they may consider necessary, who shall be chosen ill SUCIl mallner and
hold t11eir offices for such terms and have stIch authority and dtIties as Inay from time to tilne be
determined by the Board. No person may simultaneously hold two offices. III all cases wllere tIle
duties of any officer, agent or elnployee are not prescribed by the bylaws or by tIle Board, stIch
officer, agent or employee shall follow the orders and instnlctiollS of the Chairman of tIle Board.
3.2 Election; Tenure. The C11airmal1 of the Board, the Vice-Chairmall, and" tIle Secretary
shall be elected at the organizational meeting of tIle Board. If the election of officers shall110t be
l1eld at SUCll meeting, stIch election sllall be l1eld as soon thereafter as a meeting may be
conveniently convened. Other officers may be chosen by the Directors at Sll,?h meetillg or at al1Y
other time. Each officer shall hold office until the first of the following QCCllr: llntilllis or 11er
successor shall have been duly elected and shall have qllalified; or llntilllis or her cleatll; or lU1til
he or she shall resign; or until he or she sllaII be disqualified pursuant to these bylaws; or lJ11til l1e
or she shall have been removed in the manner hereinafter provided.
3~3 Removal. Any officer or agent may be removed by majority vote of the elltire Board for
cause or without cause whenever in its judgment tIle best interests of the Corporation will be
served thereby~ Neither notice nor a hearillg need be given to any officer or agellt _proposed to be
so removed~ Election or appointment of an officer or agent shall not ill itself create contract
rights~
3~4 Vacancies. A vacancy in any office, however occllrring, may be filled by the Board for
tIle unexpired portion of the term.
3~5 Powers and Duties of the ChiefExeclltive Officer. The Chairman of tIle Board s11all be
the ClliefExeclltive Officer of the Corporation. Subject to the control of the Board atld tIle
Executive Committee, the Chief Execlltive Officer shall have general execlltive charge,
management and control of the properties, business and operations of the Corporation witll all
such powers as may "be reasonably incident to such responsibilities; may agree llpon and execllte
all leases, contracts, evidences of indebtedness and other obligations in the name of the
Corporation; and shall have such other powers and duties as designated in accordance witll tllese
bylaws and as from time to time may be assigned to him or her by the Board~ He or she shall
preside at all meetings of the Members and of the Board.
3.6 Vice-Chairman~llle Vice-Chairman shall assist the Chairman anel shall perfOflTI Sllel1
duties as may be assigned to him or her by the Cllairman or by the Board~ III tIle absence of tile
Chairman, the Vice-CllairmaIl shallllave the powers and perform the dllties of tIle Chairl11311. III
addition, the Vice-Cllairman shall have such otller powers and dllties as from time to til11e Inay
"be assigned to him or her by the Chairlnan or by the Board.
3.7 Secretary. The Secretary shall: (a) l<eep the minlltes of tIle proceedings of tIle Members,
the Executive Committee and the Board; (b) see tllat all notices are dllly given in accorda11ce
-5-
with the provisions of these "bylaws or as required by law; (c) be Cllstodia11 of tIle records al1d of
the seal of the Corporation aIld affix the seal to all documents WIle!l alltllorized by tIle Boarcl~ (Cl)
lceep at the Corporatiort's principal place of business within the State of Texas a record
containing the names aIld addresses of all Members; and (e) in general, perform all dllties
incident to the office of Secretary and such other duties as froIn time to tie may be assigned to
him or her by the ChairmaJ.l or by the Board.
3.8 Executive Director, Other Officers. TIle Board lnay select alld appoint an Execlltive
Director and any other employees to serve at the pleasure of the Board. At the discretion of tIle
Board, the Execlltive Director may be 311 independent contractor or an employee oftlle
corporation. The Executive Director and any other such employees "dllly selected and appoillted
employees shall receive such compensation and other benefits as the Boarclluay deterruil1e, a11(l~
additionally shall be entitled to reimbllrsemellt of expenses for attenda11Ce at official l11eetillgs of
and official functions for the Corporation.
ARTICLE 4. Membership
4.1 Eligibility. Any political subdivision of the State of Texas that approves the Articles of
Incorporation and these Bylaws by ordinance, resolution, or order adopted by the governing
body of the political subdivision and that purchases electricity for one or more of their respective
public facilities is eligible for membership in Governmental Aggregation Project, Inc., sllbject to
the right of the Board to determine eligibility and conditions of membership, and Sllbject nlliller
to the authority of the Board to terminate membersllip of any Mem"ber as provided l1erei11, or ill
any agreement made between the Member and the Corporation.
4.2 Representation. Each Member shall appoint, by formal action by its governingbody-, a
representative to act for it at the meetings of Members and shall give to tIle chair oftlle Board of
Directors in writing the name of the person thllS appointed~ Only appointed representatives l11ay
act on behalf of Members in the conduct of business of the corporation~ If at any time, a Me111ber
withdraws from participation or otherwise has its membership status terminated, tllat Member
shall no longer have a representative in tIle Membership, on the Board, or 011 any cOl11mittee of
the Corporation~ Each Representative will serve until a successor appoillted.
4.3 Withdrawal. Any Member may withdraw from participation ill the activities of tlle
Corporation at any time llpon thirty (30) days notice, whereupon it shall cease to "be a Meln"ber1
sllall cease to be entitled or obligated to participate in the activities of all committees al1d
su,bcommittees of the Board of Directors and shall have no furtller o"bligations as a Member;
provided, however, that-if suell notice is given more than thirty (30) days after SllCll Melnbees
receipt of its statement of annllal dues, fees alld" expel1ses for a fiscal year, the Member s11all "be
obligated to pay for the full fiscal year within which SlICh termination is effective.
4.4 V oting Rights. Voting rights are lilnited to Menlbers. Each Melnber shall be entitled to
use one vote at any regular or special meeting of the Members upon all matters ofbllsiness,
which vote or votes may be exercised ill person or "by mail by a represelltative of tIle Mel11ber
dllly authorized in writing; provided, 11owever, t11at proxy alld Cll111Ulative voting s.hall be
-6-
prohibited~
t ~
4~5 Annllal Meetings. The annllal meeting of the Members shall be l1eld at a time al1d, 011 a
date selected by the Cllairman of tIle Board, with written notice to each Member, for tIle plu.,pose
of electing Directors, receiving the annual report frOITI the Board, and for the transaction of SllCll
other business as may COIne before the meeting. If the day fixed for tIle al111tlal meetil1g shall be a
legal holiday in the State of Texas, sueIl meeting shall be held on the next sllcceeding 'bllsilless
day.
4.6 Special Meetings. Special meetings of the Members, for any pllfpose, unless otherwise
prescribed by statute, may be called by the Board, alld shall be called by the Cllairman of tIle
Board or by the Secretary at the request of ,not less than on,e-tenth (1/10) of all of tIle olltstallclillg
Members of the Corporation.
., 4.7 Place ofMeeting~ The Board may designate the place for any annual meeting or for illlY
special meeting called by the Board. If no designation is made, or if a special meetil1g sllall be
called otherwise than by the Board, the place of meeting shall be the prillcipal office of tIle
Corporation in Texas.
4~8 Notice of Meeting: Voting by Ballots Forwarded by Mail.
(a) Written or printed notice stating the place, day and hour of tIle Ineetillg, aIld, i11 case of a
special meeting, the p'urposes for whicl1 the meeting is called, shall be delivered, 110t less
than ten (10) nor more thall fifty (50) days before the date of tIle meetil1g (eitller
personally or by mail), by or at the direction of the Chairman of the Board or tIle
Secretary to each Member entitled to vote at such meeting~ If mailed, SllCh 110tice sllall 'be
deemed to be delivered when deposited in the United States mail so addressed, witll
postage thereon prepaid~' In order that Members may vote by mail, eacll notice of meeti11g
s11all include a ballot containing each issue to be voted at that meetil1g aIld instnlctiol1S as
to the date by which such ballot must be postmarl(ed in order for the vote to be COllllted.
(b) Whenever notice is required in this Section 4.8 of Article 4, a waiver thereof in writing signed by the
Member, whether before, at, or after the tilne stated therein, shall be equivalent to such notice. By attend ing
a meeting, a Melnber waives objections to lack of notice or defective notice of such lneeting unless the
Member, at the beginning of the Ineeting, objects to the holding of the meeting or the transacting of
business at the Ineeting4 Further, a Melnber waives objection to consideration at such Ineeting of a
particular matter not within the purpose or purposes described in the rn,eeting notice unless the MelTI ber
objects to considering the matter when it is presented.
4.9' Quorum~ A quorum for the election of Directors, and condllcting 110rmal bllsiness at all
meetings of the Members shall be twenty-five percent of the Members present ill perSOll or
voting by mail.
4~ 10 Informal Actiol1 by Melnbers~ AllY actiO!l reqllired to be tal(ell at a 111.eeti11g oftlle
Mem'bers, or any other actiol1 which may be tal(el1 at a meeting of tIle Melnbers, Inay be tal(el1
without a meeting .if a consent or consellts in writillg, setting forth tIle actiO!l so talcell, sllall be
signed by all of the Melubers with respect to tIle sllbject matter thereof. SllC11 COl1sellt or
-7-
consellts sllall have the same force and effect as a llnanilllollS vote of the Melnbers~
4.11 Notwitllstanding anything to the contrary in these Bylaws, all Municipal Utility Districts
that are located in the City limits of a Member City shall have no vote but shall be represe11ted by
the representative of the Member City ill whicll they are located.
AR TI CLE 5 ~ Funding
5.1 GeneraIly~ Fllnding of tIle corporation sllall be by member political Sllbdivisions tllrollgll
the assessment of citIeS or through an aggregation fee charged per lcilowatt-llOllr, or a
combination of both as determil1ed appropriate by the Board of Directors.
5.2 Initial Menlbership Fee. TIle initial membership fee shall be $1,000.00, however no
Member shall be required to pay such fee llntiI there are five (5) or more Members. StIch fee
shall reimburse all Board approved costs incurred in the initial creation and organizatiollal
Ineeting administering the corporation, not to exceed $10,OOO~OO. To the extent all costs l1ave
been reimbursed, any funds remainil1g shall be a credit as to future aggregation fees.
5~3 Board AuthoritYa The Board shall have the authority to establish mem"bersllip diles, all
aggregation fee, or both, to be applicable to all Members of the Corporation based llpon a
projected budget as approved by the Board, the draft of which has been provided to the Melnbers
at least seven (7) days before the Board meets to vote on snell blldget. SllCll draft may be
provided by fax or e-mail message to the Members. The budget," as adopted, sllall be
substantially similar to the draft as provided to the Members, without an overall chaJ.lge of
greater tllan 15%. The Board may amend stIch dues and fees only after notice to all Melnbers)
"based upon a revised and approved budget. The Board shallllave the allthority to establish
appropriate pel1alties that may be assessed against a Member for failure to pay tIle dlles,
aggregation fee, or both, established by the Board.
5.4 Statements. Membership fees will be billed annually (other than the 111itial Melu"bersllip
Fee); statements for other fees and expenses will be provided monthly as l1eeded. Dlle dates for
fees and expenses will be determined by the Board~
5~5 BoDIes and Records. All Members of the corporatioll will have access to the bool(s allcl
records of the corporation, includil1g fil1ancial statements and "budgets; 11owever, tile Board of
Directors may adopt policies that provide reaso"nable protectioll against the unnecessary
disclosure of information to individual employees~
ARTICLE 6~ Indemnification
6.1 Liability. A Director, officer, employee or agellt of tile Corporatiol1 WI10 perf Of IllS llis or
her duties in good faith, in a manner he or sIle reasonably believes to be in tIle best illterests of
the Corporation, and wit}l SllCll care as an ordinarily prllde11t persoll in a lil<e positioll vVOllld llse
llnder similar circU"mstmlces, shall not "have any liability by reaSOll of beillg or havillg beell a
-8-
Director, officer, employee or agent of the Corporation and sllall not l1ave allY liability for allY
actiO!l tal(en by any employee, agellt or independent contractor selected witll reasonable care, or
for any loss incurred through the investlnellt of or failllre to invest monies of tIle Corporatio11 or
any Trust Account. No Director, officer, employee or agent sllatl be liable for 81'1Y actioll ta!ce11 or
omitted by another Director, officer, employee or agellt.
6~2 INDE1V1NIFICATION~ EACH PERSON WI-IO AT ANY TIME SHALL SERVE, OR
SHALL HAVE SERVED, AS A DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF THE
CORPORATION, OR ANY PERSON WHO, WHILE A DIRECTOR, OFFICER, EMPLOYEE
OR AGENT OF THE CORPORATION, IS OR WAS SERVING AT ITS REQUEST AS A
DIRECTOR, OFFICER, PARTNER, VENTURER, PROPRlETOR, TRUSTEE, EMPLOYEE;
AGENT OR SIMILAR FUNCTIONARY OF ANOTHER FOREIGN OR DOMESTIC
CORPORATION, PARTNERSHIP, JOINT VENTURE, SOLE PROPRlETORSHIP, TRUST
EMPLOYEE BENEFIT PLAN OR OTHER ENTERPRISE, SHALL BE ENTITLED TO
'. INDEMNIFICATION AS, AND TO THE FULLEST EXTENT, PERMITTED BY ARTICLE
1396 2~22A OF THE TEXAS NON PROFIT CORPORATION ACT OR ANY SUCCESSOR
STATUTORY PROVISION, AS FROM TIME TO TIME AMENDED, SUCH ARTICLE OR
SUCCESSOR PROVISION, AS SO AMENDED, BEING INCORPORATED IN FULL IN
THESE BYLAWS BY REFERENCE. THE FOREGOING RIGHT OF INDE1vINIFICA TION
SHALL NOT BE DEEMED EXCLUSIVE OF ANY OTHER RIGHTS TO WHICH THOSE TO
BE INDEMNIFIED MAY BE ENTITLED AS A MATTER OF LAW OR UNDER ANY
AGREEMENT, VOTE OF DISINTERESTED DIRECTORS, OR OTHER ARRANGEMENT.
IT IS EXPRESSLY ACKNOWLEDGED THAT THE INDE1v1NIFICATION PROVIDED IN
THIS ARTICLE COULD INVOLVE INDEMNIFICATION FOR NEGLIGENCE OR UNDER
THEORIES OF STRICT LIABILITY~
6.3 Advance Payment. The right to indemnification conferred in tllis Article VI shall illclllde
tIle right to be paid in adV811Ce or reimbllfsed by the Corporation the reasonable expenses
incurred by a person of the type entitled to be indemnified under Section 2 who was, is or is
threatened to be made a nanled defelldant or respondent in a proceeding in advance of tIle fi11al
disposition of the proceeding and without any determination as the :personts llltimate elltitlelTI.eJ1t
to indemnification; provided, however, that the paymel1t of such expenses incllrred by any SlIe11
.person in advance of the final disposition of a proceeding, shall be made only llpon delivery to
the Corporation of a written affirmatiol1 by suell Director or officer of his or her gaoel faitll belief
that he or she has met the standard of conduct l1ecessary for indel1Ulification tInder t11is Article 6
and a written undertalcing, by or on behalf of such person, to repay all amounts so advallced if it
shall ultimately be determined that such indemnified person is not entitled to be indelnl1ified
lUlder this Article 6 or otherwise.
6.4 Appearance as a Witness. Notwithstanding any other provisio11 of this Article 6, tile
Corporation may payor reim.burse expenses incllfred by a Director or officer i11 COlTIlection vvith
his or her appearance as a witness or otller participation ill a proceeding il1volving tIle
Corporation or its business at a time wIlen he or slle is not a named defel1dallt or respOl1dellt ill
tIle proceedil1g.
-9-
6~5 Non-Exclusivity of Rights. The rigllt to indemnification alld tIle advallcement aIld
payment of expenses conferred in this Article 6 shall not be exclusive of any other right w11icIl a
Director or officer or other person indenmified pllrSllant to this Article 6 may l1ave or hereafter
acquire under any law (common or statlltory), provision of the Articles of Illcorporatiol1 of tIle
Corporation or tIlese Bylaws, agreement, vote of shareholders or disinterested Directors or
otherwise.
6.6 Savings Clause. If this Article 6 or any portion hereof shall be illvalidated on allY
grolmd by any COlllt of competellt jllrisdiction, tllen the Corporation sllall nevertlleless i11demnify
and hold harmless eac.h Director, officer or any other person indemnified pllrsllaJ.1t to tllis Article
VI as to costs, charges and expenses (inclllding attorneys' fees), jlldgmellts, fines and in 8lTIOl111tS
paid in settlement with respect to any action, suit or proceedillg, whether civil, crimillal,
administrative or investigative, to the full extent permitted by any applicable portioll of this
Article VI that shall not have been invalidated and to the fullest extent permitted by applicable
law~
ARTICLE 7~ Code ofCondllct
7.1 Policy and Purposes.
(a) It is the policy of the Corporation that Directors and officers conduct themselves ill a
manner consistent with sound business and ethical practices; that the public interest
always be considered in conducting corporate bllsiness; that the appearance of
impropriety be avoided to enSlrre and maintain public confidence in the Corporation; alld
that the Board establish policies to control and manage the affairs of the Corporatioll
fairly, impartially, and without discrimination.
(b) This Code of Ethics has been adopted as palt of the Corporationrs Bylaws for the following purposes: (a) to
encourage high ethical standards in official conduct by Directors and corporate officers; and (b) to estab I ish
guidelines for such ethical standards of conduct.
7.2 Conflicts of Interest.
(a) Except as provided in subsection (c), a Director or officer is prollibited from participatil1g
in a vote, decision, or award of a contract involving a bllsiness entity or real pro})erty in
which the Director or the officer l1as a Sllbstantial illterest, if it is foreseeable tllat tile
business entity or real property will be economically benefitted by the actiol1. A persoll
l1as a sllbstantial interest in a bllsi11ess (i) ifllis or her ownersllip interest is tell percellt or
more of the voting stocl( or shares of the bu.siness entity or ownersllip of $15,000 or 1110re
of the fair marlcet value of the bllsiness entity, or (ii) if the bl1siness elltity provides 1110re
than ten percent of the person's gross income. A person l1as a Sllbstantial interest ill real
property if the interest is an eqllitable or legal ownersllip with a fair marlcet vallIe of
$2,500 or more~ An interest of a person related il1 the first d.egree by affillity (lnarriage
relationship) or consanguinity (blood relatiolls11ip) to a Director or officer is considered a
-10-
(c)
.. ( d)
(d)
substantial interest
(b)
If a Director or a person related to a Director in the first degree by affil1ity or the first
degree by consangllinity has a Sllbstantial interest in a bllsiness el1tity or real property t11at
would be pecuniarily affected by lilY official action tal<en by the Board, SllCl1 Director~
before a vote or decision on the matter, shall file an affidavit stating tIle natllre al1d extent
of the interest. The affidavit shall "be filed witll the Secretary of tIle Board.
A Director who l1as a substantial interest in a busi11ess el1tity tllat will receive a pecluliary
benefit from an action of the Board may vote on that actiOll if a majority of tIle Boarclllas
a similar interest in the same actioll or if all other similar bllsiness el1tities i11 tIle
Corporation will receive a similar pecuniary benefit.
An employee ofa public entity may serve on the Board.7..3 Acceptance of Gifts. No Director or officer
shall accept any benefit as consideration for any decision, opinion, recommendation, vote or other exercise
of discretion in carrying out official acts for the Corporation. No Director or officer shall solicit, accept, or
agree to accept any benefit from a person known to be interested in or like.ly to becolne interested in any
contract, purchase, payment, claim or transaction involving the exercise of the Director's or officerfs
discretion. As used here, a benefit does not include:
(a) a fee prescribed by law to "be received by a Director or officer or any ot11er belle fit
to Wl1ich the Director or officer is lawfully el1titled or for which he or she gives legitimate
consideration in a capacity other than as a Director or officer,
(b) a gift or other benefit conferred on account of l<inship or a personal, IJfofessionaL
or business relationship independel1t of tIle official statlls of the Director or officer;
( c) an honorarium in consideration for legitimate services rendered above and beyon"cl
official dllties and responsibilities if.
(1) not more than one hOllorarillm is received from the same person ill a
calendar year;
(2) not more than one honorarium is received for the same service; a11d
(3) tIle value of tIle llonorarillm does not exceed $50 exclusive of
reimbursement for travel, food, and lodging expenses inclllTed by tIle Director or
officer in ~performance of the services;
:.. :.
a benefit consisting of food, lodging, transpoltatioll, or entertahllnent accepted as a guest
if repolted as Inay be required by law.
7.4 Bribery. A Director or officer sllallllot intentiollally or lrnowi11gly offer, COllier or agree
to confer on another, or solicit, accept, or agree to accept from another:
(a) any benefit as consideration for the Director's or officees decision, OpilTioll,
-1 1-
recommendatiol1, vote, or other exercise of discretion as a Director or officer;
(b) any benefit 'as consideration for the Director or officerrs decision, vote,
recommendation, or other exercise of official discretiol1 in a jttdicial or administrative
proceeding; or
(c) any benefit as consideration for a violation of duty imposed by law o"n the
Director or officer.
7.5 Notice. No Director or officer sllalI appoint, or vote for, or COllfirm tile appointlnellt to
any office, position, clerkship, employment or duty, of an person related withil1 tl'le second
degree by affinity or within the third degree of consanguinity to the Director or officer so
appointing, voting or confirming, or to any other Director or officer. This provision sllaIll10t
prevent the appointment, voting for, or confirmation of any persoll WIlD shall have been
. continuously employed in any stIch office, position, clerl(ship, employment or dllty at least t11irty
(30) days prior to the appointment of the Director or officer so appointing or votillg.
ARTICLE 8. Miscellaneous Provisions
8.1 Fiscal Year. The fiscal year for the Corporation shall begin on January 15t and el1d 011
December 31st This fiscal year sIlall also "be referred to as the Corporation Year.
8.2 Seal. The seal of the Corporation shall be such as from time to time lnay be approved "by
the Board.
8~3 Gender~ References herein to the masculine gender shall also refer to the feminine ill all
appropriate cases, and vice versa.
8.4 Appropriations and Grants~ The Corporation shall have tIle power to reqtlest aIld accept
any appropriation, grant, contribution, dOl1ation, or other form of aid fi.om tile federal
government, the State, any political subdivision, or municipality in the State, or from allY otller
source.
8.5 Amendments. These bylaws may be amended by the Board after notice of the proposed
amendments has been mailed to each Director of the Board at least ten (10) days prior to tIle day
of the meeting to consider same~ The Board s"ha11 reconunend such cllanges as it deems llecessary
or desirable from time to time. Any amended Bylaws shall be signed by the C11airmall and
attested to by the Secretary. A copy of any amendmellt sllall be mailed ilnmediately after its
adoption to each Melnber~
8.6 Conflicts of Interest. Each Director, committee mel11ber and SllbcOlnlnittee Inember sllall
have an affirmative clllty to disclose to the Board of Directors, the conlmittee or sU""bcoffilnittee
(as tIle case may be) any actual or potential conflicts of interest between SllC11 Director,
committee member or subconunittee member, and tIle Corporation vvhere, and to tile exte11t tllat1
stIch conflicts or potential conflicts directly or indirectly affect 8l1Y matter tllat COUles before tile
-12-
Board of Directors, or atlY committee or sllbconlmittee~
. ~
GAPBy Laws-09.0 I.doc
--
-13-