2011-R-14 Cibolo Valley Local Government CorporationRESOLUTION NO. 11-R-14
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF
SCHERTZ, TEXAS AUTHORIZING AND APPROVING THE CREATION
OF A NONPROFIT CORPORATION TO ACT ON BEHALF OF THE
CITY OF SCHERTZ, TEXAS; AND OTHER MATTERS IN
CONNECTION THEREWITH
WHEREAS, Subchapter D of Chapter 431 (Sections 431.101-431.109) of the Texas
Transportation Code, as amended (the "Act") authorizes local governments to create local
government corporations to aid, assist, and act on behalf of local governments; and
WHEREAS, the City Council (the "City Council") of the City of Schertz, Texas (the
"City") has reviewed and approved the Articles of Incorporation attached hereto as Exhibit A,
the Bylaws attached hereto as Exhibit B,-and the draft Memorandum of Understanding among
the five initial participants attached hereto as Exhibit C, and has determined to authorize and
approve the creation of a local government corporation, a nonprofit entity, as its constituted
authority and instrumentality to accomplish the specific public purpose of acquiring,
constructing, leasing, improving, enlarging, extending, repairing, maintaining, and operating a
water utility system (the "Project"), pursuant to the provisions of Chapter 552 of the Texas Local
Government Code, as amended, and other applicable law; and
WHEREAS, the City Council hereby finds and determines that the adoption of this
Resolution is in the best interests of the citizens of the City; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS
THAT:
Section 1. The City Council has found and determined, and hereby finds and
determines, that it is advisable that a nonprofit corporation be authorized and created, with such
corporation to be known as the Cibolo Valley Local Government Corporation (the
"Corporation").
Section 2. The City Council hereby approves the Articles of Incorporation and
Bylaws proposed to be used in organizing the Corporation (copies of which are attached to this
Resolution as Exhibit A and Exhibit B, respectively, and the draft Memorandum of
Understanding attached hereto as Exhibit C, and made a part hereof for all purposes); hereby
grants authority for the incorporation of the Corporation; and hereby appoints Hal Baldwin as the
member of Council to serve Ex Officio with the Corporation. Prior to the filing of the Articles of
Incorporation with the Texas Secretary of State, the City Council shall by Resolution appoint the
City's initial director on the Corporation's Board of Directors. The Articles of Incorporation and
Bylaws shall be modified as required to reflect the participating cities in addition Schertz and all
initial directors.
Section 3. The public purposes of the City which the Corporation may further on
behalf of the City are acquiring, constructing, leasing, improving, enlarging, extending,
repairing, maintaining, and operating a water utility system, pursuant to the provisions of Texas
law, including, but not limited to, Chapter 552 of the Texas Local Government Code, as
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amended, and other applicable law, and to take all lawful actions necessary or useful in
furthering such public purposes.
Section 4. The Corporation is hereby designated as a duly constituted authority and
instrumentality of the City (within the meaning of those terms in the regulations of the Treasury
and the rulings of the Internal Revenue Service prescribed and promulgated pursuant. to
section 103 of the Internal Revenue Code of 1986, as amended) and shall be authorized to act on
behalf of the City for the specific public purposes set forth in Section 3 hereof; but the
Corporation is not intended to be and shall not be a political subdivision or a political corporation
within the meaning of the Constitution and the general laws of the State of Texas (the "State"),
including without limitation Article III, Section 52 of the State Constitution, and the City does
not delegate to the Corporation any of its attributes of sovereignty, including the power to tax,
the power of eminent domain, or the police power. However, for the purposes of the Texas Tort
Claims Act (Subchapter A, Chapter 101, Texas Civil Practice and Remedies Code, as amended,
the Corporation is intended to be, and shall be, a governmental unit, and its actions are intended
to be, and shall be, governmental functions.
Section 5. The Corporation may, under the conditions set forth in the Act and in this
Resolution, issue, or provide for the issuance of, bonds or notes on behalf of the City, acquire,
lease, sell, or convey certain properties, and enter into purchase agreements, lease agreements,
credit agreements, and all other agreements necessary or useful in connection with the Project.
The City shall not lend its credit or grant any public money or thing of value in aid of the
Corporation. Furthermore, bonds or notes issued by the Corporation shall be deemed not to
constitute a debt of the State, the City, or• of any other political corporation, subdivision, or•
agency of the State or• a pledge of the faith and credit or taxing power of any of them, but such
bonds or notes shall be payable solely from the revenues pledged to the payment of such bonds
or notes. In no event shall the Corporation be authorized to levy ad valorem taxes to pay all or
part of the principal of or interest on such bonds or notes.
Section 6. Upon dissolution of the Corporation, the City (together with other cities
participating in the conhol of the Corporation tluough director appointments) shall accept, each
on an equal basis, title to or other interest in any real or personal property owned by the
Corporation at such time.
Section 7. This Resolution is adopted for the purpose of satisfying the conditions and
requirements of the Act and of section 103 of the Internal Revenue Code of 1986, as amended,
and the regulations prescribed thereunder from time to time and for the benefit of the
Corporation, the City, the owners or• holders from time to time of the bonds or• notes of the
Corporation, and all other interested persons.
Section 8. The City Council authorizes the Mayor, or his designee, in consultation
with legal counsel and the City's financial advisors to take all actions necessary to call and
conduct the organizational meeting of the Corporation and to file, at the expense of the
Corporation, any and all documents with the offices of the Secretary of State, the Comptroller of
Public Accounts, and the United States Department of Treasury, as appropriate, to effectuate the
creation and organization of the Corporation.
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Section 9. The recitals contained in the preamble hereof are hereby found to be hue,
and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a
part of the judgment and findings of the City Council.
Section 10. All ordinances and resolutions, or parts thereof, which are in conflict or
inconsistent with any provision of this Resolution are hereby repealed to the extent of such
conflict, and the provisions of this Resolution shall be and remain controlling as to the matters
ordained herein.
Section 11. This Resolution shall be construed and enforced in accordance with the
laws of the State and the United States of America.
Section 12. If any provision of this Resolution or the application thereof to any person
or circumstance shall be held to be invalid, the remainder of this Resolution and the application
of such provision to other persons and circumstances shall nevertheless be valid, and the City
Council hereby declares that this Resolution would have been enacted without such invalid
provision.
Section 13. It is officially found, determined, and declared that the meeting at which
this Resolution is adopted was open to the public and public notice of the time, place, and subject
matter of the public business to be considered at such meeting, including this Resolution, was
given, all as required by Chapter 551, Texas Govermnent Code, as amended.
Section 14. This Resolution shall be in force and effect from and after its final passage
and it is so resolved.
[The remainder of this page intentionally left blank)
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PASSED AND APPROVED this the 15~h day of March, 2011.
ATTEST:
~i
ecretarry
(CITY SEAL)
saao9aro. i S-1
EXHIBIT A
ARTICLES OF INCORPORATION
sa~a9s».i A-1
Corporations Section y,~P"tE OFD Hope Andrade
P.O.Box 13697 ~ ~ ~ Secretary of State
Austin, Texas 78711-3697 Y
Office of the Secretary of State
July 13, 2011
Capitol Services, Inc.
PO Box 1831
Austin, TX 78767 USA
Re: Cibolo Valley Local Government Corporation
File Number: 801451363
It has been our pleasure to file the certificate of formation and issue the enclosed Certificate of
Incorporation evidencing the existence of the newly created Texas Local Government Corporation. One
certificate should be included with the records of the corporation. The second certificate is to be provided
to the Texas Transportation Commission.
Unless exempted, corporations are subject to state tax laws, including franchise tax laws. Shortly, the
Comptroller of Public Accounts will be contacting the corporation at its registered office for information that
will assist the Comptroller in setting up the franchise tax account for the corporation, The first year franchise
tax return will be due a year and ninety days following incorporation. Thereafter, an annual franchise tax
return is due in May of each year. If you need to contact the Comptroller about franchise taxes or an
exemption therefrom, you may contact the agency by calling (800) 252-1381, by e-mail to
tax.help(a~cpa.state.tx.us or by writing P.O. Box 13528, Austin, Texas 78711-3528. Telephone questions
regarding other business taxes, including sales taxes, should be directed to (800) 252-5555. Nonprofit
corporations do not file annual reports with the Secretary of State. But do file a report not more often than
once every four years as requested by the Secretary. It is important for the entity to continuously maintain a
registered agent and office in Texas. As this the address to which the Secretary of State will send a request to
file a periodic report. Failure to maintain an agent or office or file a change to the information or failure to
file a report when requested may result in the voluntary termination of the corporation. Additionally, anon-
profitcorporation will file documents with the Secretary of State if the corporation needs to amend one of the
provisions in its certificate of formation.
If we may be of further service at any time, please let us know.
Sincerely,
Corporations Section
Business & Public Filings Division
(512)463-55.55
Enclosure
Corporations Section y,Sp,'C 6 Opp Hope Andrade
P.O.Sox 13697 ~ ~ ~ Secretary of State
Austin, Texas 78711-3697 s
Office of the Secretary of State
CERTIFICATE OF INCORPORATION
OF
Cibolo Valley Local Government Corporation
File Number: 801451363
The undersigned, as Secretary of State of Texas, hereby certifies that Articles of
Incorporation for the above corporation pursuant to the provisions of the Local Government
Corporation Act have been received in this office and have been found to conform to law.
ACCORDINGLY the undersigned, as Secretary of State, and by virtue of the authority
vested in the Secretary by law hereby issues this Certificate of Incorporation and attaches
hereto a copy of the Articles of Incorporation.
Dated: 07/11/2011
s~.~. e
Hope Andrade
Secretary of State
Come visit us on the Internet (a3 htlp://www.sos.stale.tx.us/
(512) 463-5555 FAX (512) 463-5709 TTY (800) 735-2989
Effective: 07/ 11 /2011
Corporations Section O,~A~Ii CFA Hope Andrade
P.O.Box 13697 ~ ~ ~ Secretary of State
Austin, Texas 78711-3697 x
Office of the Secretary of State
CERTIFICATE OF INCORPORATION
OF
Cibolo Valley Local .Government Corporation
File Number: 801451363
The undersigned, as Secretary of State of Texas, hereby certifies that Articles of
Incorporation for the above corporation pursuant to the provisions of the Local Government
Corporation Act have been received in this office and have been found to conform to law.
ACCORDINGLY the undersigned, as Secretary of State, and by virtue of the authority
vested in the Secretary by law hereby issues this Certificate of Incorporation and attaches
hereto a copy of the Articles of Incorporation.
Dated: 07/11/2011
~/~~ '-
Hope Andrade
Secretary of State
Come visit us on theln[ernet Qa hltp://www.sas.state.tx.us/
(512) 463-5555 FAX (512) 463-5709 TTY (800) 735-2989
Effective: 07/11!2011
FILED
In the Office of the
Secretary of State of Texas
JUL 112011
ARTICLES OF INCORPORATION Corporations Sects®n
OF THE
CIBOLO VALLEY LOCAL GOVERNMENT CORPORATION
VJe, the undersigned natural persons, each of whom is eighteen (18) years of age or older,
a resident of the City of Cibolo, Texas ("Cibolo'~, the City of Converse, Texas ("Converse"), the
City of Sahertz, T_exes ("Schertz"), the City of Seguin, Texas ("Seguin"), or the City of Selma,
Texas ("Selma"), and a citizen of the State of Texas (the "State', acting as incorporators.of a
nonprofit corporation (the "Corporation") created in accordance with the provisions of the Texas
Transportation Corporation Act, Chapter 431 cf the Texas Transportation Code, as amended (the
"Act"), and the Texas Housing Finance Corporations Act, Chapter 394 of the Texas Local
Qovornment Code, as amended ("Chapter 394"), hereby adopt the following Articles of
Incorporation for such Corporation:
ARTICLE I
The name of the Corporation is the Clbelo Valley Local Oovemmenf Corporation.
ARTICLE II
The Corpomtion is a publiq nonprofit corporation.
ARTICLE III
Subject to the provisions of Article XV hereof, the period of its duration is perpetual.
ARTICLE IV
The purposes for which the Corporation is organized are as follows:
(a) to aid, assist, and act on behalf of Cibelo, Converse, Scheriz, Seguiry and Sahna
(collectively, the "Cities") in acquiring, constructing, leasing, improving, enlarging, extending,
repairing, maintaining, and operating a water utility system (the "Project") pursuant to the
provisions of Chapter 552 of the Texas Local Government Code, as amended ("Chapter 552'x,
and other applicable laws of the State;
(b) to aid, assist, and act on behalf of the Cities in accomplishing a governmental
purpose of the Cities in the provision of water for public use;
(c) to engage in activities permitted under the laws of the State, including, but not
limited to, Chapter 552 and to own and operate all property, real, personal, or mixed, and
conduct such activities as are now or hereafter permitted under the laws of the State, including,
but not limited to, Chapter 552, and as are convenient or necessary to the ownership,
maintenance, and operation of the Project;
(d) to receive, hold, administer, and disburse any money, securities, or other property
which may be transferred to the Corporation by gift, devise, bequest, or otherwise, for any of the
uses or purposes set forth above, and to invest, lend, conserve, use, sad disburse such money,
55631898.7
securities, or other property, and the inwme derived therefrom, for the uses and purposes herein
specified, in accordance with the judgment and discretion of the Board of Directors;
(e) to purchase, exchange, conhact for, lease, rent, and in any end all other-ways
acquire, take, own, improve, and hold, and to sell, wnvey, mortgage, lease, rent to others, or
otherwise dispose of real estate, improvements in real estate, interests in real estate, and personal
property of every kind, character, and description;
(f) to borrow money or raise money and to issue notes, bills, bonds, and other
obligations and to mortgage, pledge, hypothecate, or otherwise enc~ber any and all of the
revenues and assets of the Corporation ss security therefor for the purpose of carrying out the
goals of the Corporation; and
(g) to do any and all things necessary or wnvenient to the accomplishment of any of
the purposes or for the exercise of any of the powers herein set forth, whether herein specified or
not, either alone or in connection with other firms, individuals, or corporations, whether in the
State or throughout the United States, and elsewhere.
The Corporation shall have the purposes and powers permitted by the Act, but the
Corporation does not have, and shall not exercise the powers of sovereignty of the Cities,
including the power to tax, the power of eminent domain, and police power. However, for the
purposes of the Texas Tort Claims Act (Subchapter A, Chapter 101, Taxes Civil Practice and
Remedies Code, as amended), the Corporation is a governmental unit and its actions are
govemmental functions.
The Corporation is formed as a local government corporation pursuant to the provisions
of Subchapter D of the Act.
ARTICLE V
(a) Before. the consummation of the sale and delivery of any bonds or notes, the
Corporation shall obtain approval by the governing body of each of the Cities (collectively, the
"(ioveming Bodies") as evidenced by the adoption of written resolutions.
(b) In the exeroise of the powers of the Corporation, the Corporation may enter into
loan, lease, trust, or other agreements as authorized by the Act that are necessary and appropriate
to the fulfillment of the public purpose of the Corporation, all of which agreements, and the
specific uses, and the method of withdrawals and expenditure of the proceeds of the bonds or
notes, and must be included as a part of the approval process of the governing Bodies required
by paragraph (a) above.
ARTICLE VI
The Corporation shall have no members and shall be a nonstack corpomtion.
ssus~ass.r 2
ARTICLE VII
Tha Governing Bodies have, by resolutions adopted oa February 22, 2011 (Cibolo), June
14, 2011 (Converse), March 15, 2011 (Schertz), December 21, 2010 (Seguin), end June 7, 2011
(Salina), authorized the creation of the Corporation and approved these Articles of Incorporation
and the Corporation's Bylaws pursuant to Subchapter D of the Act.
The Corporation shall have and exercise all of the rights, powers, privileges, authority,
and functions given under the Act, Chapter 394, Chapter 552, and under the general laws of the
State to nonprofit corporations incorporated under the Texas Nonprofit Corporation Law (now
!mown as Chapter 22 of Title 1 of the Texas Business Organizations Code, as amended) which
are wnsistent vrith the provisions of the Act with respect to the development and operation of the
Project together with all powers incidental thereto or necessary therefor.
The Corporation shall have all other powers of a like or different nature not prohibited by
law which are available to nonprofit corporations in tho State and which are necessary or useful
for the development and operation of the ProjecK.
The Corporation is a constituted authority and a public instrumentality within the
meaning of the regulations of the United States Treasury Department and the rulings of the
Internal Revenue Service prescribed and promulgated pursuant to section 103 of the Tntemal
Revenue Code of 1986, as amended, and the Corporation is authorized to act on behalf of the
Cities as provided in Were Articles of Incorporation.. However, the Corporation is not a political
subdivision or political corporation of the State within We meaning of its constitution and laws,
including, without limitation, Article III, Section 52 of the constitution, and no agreements,
bonds, debts, or obligations of the Corporation are or shall ever be deemed to be the agreements,
bonds, debts, or obligations, or the lending of credit, or a grant of public money or thing of value,
of or by the Cities or any other political corporation, subdivision, or agency of the State, or a
pledge of the faith and credit of any of them. However, for the purposes of the Texas Tort
Claims Act (Subchapter A, Chapter 101, Texas Civil Practice and Remedies Code, as amended),
the Corporation is a governmental unit and its actions are governmental functions.
ARTIGZE VIII
These Articles of Incorporation may at any time and from time to time be amended as
provided in the Act and Chapter 394 so as to make any changes therein and add nay provisions
thereto which might have been included in the Articles of Incorporation in the first instance.
Any such amendment shall be effected in either of the following manners: (i) the members of
the Board of Duectors of. the Corporation shall file with each of the Governing Bodies, a written
application requesting permission to amend the Articles of Inwrporation, specifying in such
application the amendments proposed to be made, the (ioveming Bodies may consider such
application and, if they shall each by appropriate resolution duly find and determine that it is
advisable that the proposed amendments be made and shall approve We fom- of the proposed
amendments, Wen the Board of Directors of the Corporation may amend the Articles of
Incorporation by adopting such amendments et a meeting of the Board of Directors and
delivering the articles of amendment to the Secretary of State; or (ii) the Governing Bodies may
collectively, at their sole discretion, and at any time, amend these Articles of Incorporation, and
ss~is9a.r
change the structure, organization, programs, or activities of the Corporation, or terminate or
dissolve the Corporation (subject to the provisions of the Act and any ]imitation provided by the
Constitution and general laws of the State and the United States of America on the impairment of
contracfs entered into by the Corporation), by written resolution adopting the amendment to the
Articles of Incorporation of the Corporation or articles of dissolution at a meeting of each of the
Governing Bodies and delivering articles of amendment or dissolution to fhe Secretary of State,
as provided in the Act and Chapter 394. Restated articles of incorporation may be filed with the
Secretary of State as provided in the Act and Chapter 394.
ARTICLE ]lX
The Corporation shall be subject to the Open Meetings Act, Chapter 551 of the Texas
Government Code, .as amended, and the Public Information Aot, Chapter 552 of the.Texas
Government Code, as aanended. '
- ARTICLE X
The street address of the initia! registered office of the Corporation is 600 River Drive
West, Seguin, TX 78155, and the name of its initial registered agent at such address is R. Alen
Cockerel].
ARTICLE XI
The initial Bylaws of the Corporation shall be adopted by the Corporation's Board of
Directors and shall, together with these Articles of Incorporation, govern the initial affairs of the
Corporation until and unless amended in acwrdance with the provisions of the Act and Chapter
394 and these Articles of Incorporation. The Bylaws and each amendment and repeal of the
Bylaws must be approved by each of the Governing Bodies by resolution.
ARTICLE XII
The number of directors constituting the initial Board of Directors of the.Corpotation is
five (5). One (1) director has initially been appointed by each of the Governing Bodies. The
names and addresses of the persons who are to serve as the initial Board of Directors, each of
whom is a resident of one of the Cities are as follows: '
Lesley Pedde 200 South Main
Cibolo, Texas 78108
Shawna Dowell 403 South Seguin
Converse, Texas 78109
Justin Murray 1400 Schertz Parkway
Schertz, Texas 78154
Robert Crabb 205 North River Street
Seguin, Texas 78156
ssraieva.r 4
William Weeper 9375 Corporate Drive
Selma, Texas 781541250
ARTICLE XIII
The name and street address of each incorporator, each of whom is a resident of one of
the Cities areas follows:
Jennifer Hartman 200 South Main
Cibolo, Texas 78108
A13uarez 403 South Seguin
Converse, Texas 78109
Hal Baldwin 1400 Schertz Parkway
Schertz, Texas 78154
Betty Ann Matthies 205 North River Street
Seguin, Texas 78156
Tom Daly 9375 Corporate Drive
Selma, Texas 78154-1250
ARTICLE XIV
No director shall be liable to the Corporation for monetary damages for an eat or
omission in the director's capacity as a director, except to the extent the direator is found liable,
(i) for any breach of the director's duty of loyalty to the Corporation, (ii) for acts or omissions
not in good faith that constitute a breach of duty or which involve intentional misconduct of the
director or a knowing violation of law, (iii) for any transaction from which the director received
an improper benefit, whether or not the benefit resulted from an act taken within the scope of the
director's office, or (iv) for acts or omissions for which the liability of a director ie expressly
provided by statute. Any repeal or amendment of this Aricle by the Board of Directors shall be
prospective only, and shall not adversely affect any limitation on the personal liability of a
director existing at the time of such repeal or amendment. In addition to the circumstances in
which a director is not personally liable as set forth in the preceding sentences, a director shall
not be liable to the fullest extent perotitted by an amendment to the State statutes hereafter
enacted that further limits the liability of a director.
ARTICLE XV
(a) The Govemvrg Hodies, by written resolutions, may authorize and direct the
dissolution of the Corporation. However, the Corporation shell not be dissolved, and its business
shall not be terminated, by act of the Governing Bodies or otherwise, so long as the Corporation
shall be obligated to pay any bonds, notes, or other obligations.
(b) No action shall be taken pursuant to paragraph (a) of this Article or pursuant to
paragraph (b) of Article XVI of these Articles of Incorporation, in any manner or at any time that
55631898.7
would impair any wntract, lease, right, or other obligation theretofore executed, granted, or
incurred by the Corporation.
ARTICLE XVI
(a) All properties owned by the Corporation shall be held for the use and benefit of
the public on a nondiscriminatory basis. No dividends shall ever be paid by the Corporadott and
no part of its net earnings remaining after payment of its expenses and other obligations shall be
distributed to or inure to the benefit of its directors or officers, or any individual, private firm, or
private corporation or association, except in reasonable amounts for services rendered.
(b) If, after the close of any fiscal year (as deterniined by the Bylaws), the Board of
Directors shall detem~ine that sufficient provision has been made for the full payment of all
cmient expenses, together with all amounts payable on the contracts, agreements, bonds, notes,
and other obligations of the Corporation, and that all of the terms, provisions, and covenants
therein have been met, then any net earnings derived from sources thereafter aoonting in
connection with public facilities financed pursuant to the Act, and revenues received in
connection with publia facllities financed pursuant to the Act shall be used solely for the
purposes permitted by the Act and these Arlicle~ of Incorporation.
(c) If the Corporation aver should be dissolved when it has, or is entitled to, any
interest in any funds or property of any kind, real, personal or mixed, such funds or property or
rights thereto shall not ba transferred to private ownership, but shall be transferred and delivered
to the Cities, on an equal basis, agar satisfaction of debts and claims.
ARTICLE XVII
The Cotporetioir may indemnify any duector, officer, employee or agent or former
director, officer, employee, or agent of the Corporation for expenses and costs, including
attorney's fees, actually or necessarily incurred by the person in connection with any claim
assorted against the person, by action in court or other fonun, by season of such person having
been a dixector, officer, employee or other agent, except that the Corporation may not provide
indemnity in a matter if the director, officer, employee, or agent is guilty of negligence or
misconduct in relation to the matter.
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sscs~ava~
IN WITNESS WHERHOF, we have hereunto set our hands this 21~ day of
34Y1t; .2011.
JenniferH an, corporator
Al Suarez,
Baldwin, Incorporator
Betty Matthias, Iawrpaator '
~a
Tom aly, Incorporator
ucaieve.~
STATE OF'i'EXAS~/11
COUNTY OF h c.c a t~a ~ tl n,2
BBFORE iviE, the undersigned Notary Public, on ibis day personally appeared Jennifer
Hartman, known to ma to be the parson whose Hama is subscribed to the foregoing instrument
and acknowledged to me that she executed'the same for the purposos and consideration therein
expressed.
OIVEN UNDER IvIY LAND AND SBAL OF OFF[C$ on this the 2~o day of
`.S~tAh Y_ . ZQi 1.
t sEAi. ] ~-, ~.~ L~
Notary Publia in end for tha State of Texas
tl PE66Y CIMICS
'• Printed Name: ~~99~ Ci/h%Gs
Notary Puhllo, State of TeM9e biy Commission Expires: 6' - 7- / 4
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STATB OF TEXASn
COiJNTYOF ~.7~~-Gt~
BEFORE ME, the tmdersigned Notary Public, on this day personally appeared A13uarea,
known to ma to ba the person whose name ie aubacrlbed to the foregoing ioatnmrent and
aolawwledged to me that he executed the same for the purposes and wnsideradon therein
expressed.
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GIVSN CINDER MY NAND AND 3EAL OF OFFICE on Vila the $ day of
2011.
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Notary Public for u
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STATE OF TEXAS
COUNTY OF n ~-
BEFORB ME, the undersigned Notary Public, on this day personally appeared Hal
Ealdwin, lmowa to me to be the person whose Hama is subscribed to the foregoing insfn-ment
and acknowledged to me that he executed the same fvr the purposes and consideration therein
~P~~
IVEN UNDER MY HAND AND SBAL OF OFFICE on this Ore day of
~~~+2011.
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SPENDA LOUISE OENNIS
NOTAHY PUBLIC
BTAT! OFTEXAS
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Notary Public in for the Slate of Taxes
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STATE OF TEXAS ~
COUNTY OF ~tAa,dA.t~~. §
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BEFORE ME, the undersigned Notary Public, on this day personally appeared Betty Ann
Matthiea, lnrown to me to be the person whose name is subscribed to the foregoing instnmtent
and aclmowledged to me that she executed the same for the purposes a~ consideration therein
. expressed.
O1V$IV UNDBR MY HAND AND 3BAL OF OFFICE on this the ~ day of
2011.
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~'0a''`°~'''JJiSb'ie0'0i'''~'~ .Notary Public ' and foT the State of Texas
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STATB OF TEXAS ~~ §
COUNTY OF ~..s~-lvq~ §
BBFORE ME, the wrdersigued Notsry Publio, oa this day personally appeared Tom
Daly, Imown to me to be the person whose name ie aubscrlbed to the foregoing instnmtent and
aclmowledged to me that he exewrFed the same for tho puxposas and consideration therein
expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICB on this the _~ day of
2011. i
f IfENNE7HENOBFAr8
qty Commbebn Exphea .
e.p~mber ze, zma Notary public in and for the State of axes i
PthrOed Name: ,t1!,w~ ~" ~~>~
My Commission}sxpires: ~/.z~/.rotes
[Remainder ofPage LrtentlomrJlyLeJt BImuEJ
SSGf 1899.7 12
BYLAWS
OF THE
CIBOLO VALLEY LOCAL GOVERNMENT CORPORATION
ARTICLE I
PURPOSE AND POWERS
Section 1.1. Name. The name of the nonprofit corporation is the Cibolo Valley Local
Government Corporation (the "Corporation").
Section 1.2. Purpose. The Corporation is incorporated for the purposes set forth in
Article IV of its Articles of Incorporation, the same to be accomplished on behalf of the City of
Cibolo Texas ("Cibolo"), the City of Converse, Texas ("Converse"), the City of Schertz, Texas
("Schertz"), the City of Seguin, Texas ("Seguin"), and the City of Selma, Texas ("Selma"), as
their duly constituted authority and instrumentality in accordance with Subchapter D of Chapter
431, Texas Transportation Code, as amended (the "Act"), and other applicable laws of the State
of Texas (the "State").
Section 1.3. Powers. In the fulfillment of its corporate purpose, the Corporation shall
be governed by the Act, and shall have all the powers set forth and conferred in its Articles of
Incorporation, in the Act, and in other applicable law, subject to the limitations prescribed
therein and herein and to the provisions thereof and hereof.
Section 1.4. Nonprofit Corporation. The Corporation shall be a public, nonprofit
corporation, and no part of its net earnings remaining after payment of its bonds and expenses
shall inure to the benefit of any person other than Cibolo, Converse, Schertz, Seguin, and Selma
(collectively, the "Cities").
ARTICLE II
BOARD OF DIRECTORS
Section 2.1. Powers, Number, and Term of Office.
(a) The property and affairs of the Corporation shall be managed and
controlled by a Board of Directors (the "Board") subject to the restrictions imposed by
law, the Act, the Articles of Incorporation, and these Bylaws, the Board shall exercise all
of the powers of the Corporation.
(b) The Board shall consist of five (5) directors, each of whom must at all
times while serving as director be a resident of the City that appointed such director.
Each City shall appoint one (1) director. One (1) director has been appointed as an initial
director by resolution of the governing body of each of the Cities (collectively, the
"Governing Bodies"), and such persons and the City appointing him or her are as follows,
and such persons shall serve the following terms as initial directors.
55631899.7
Initially
Place Name Appointed By End of Initial Term
1 Leslie Pedde Cibolo September 30, 2011
2 Shawna Dowell Converse September 30, 2012
3 Justin Murray Schertz September 30, 2012
4 Robert Crabb Seguin September 30, 2013
5 William Weeper Selma September 30, 2013
Thereafter, each member of the Board shall be appointed for afour-year term until the
Corporation is dissolved. A director maybe reappointed.
(c) A member of each Governing Body, selected by such Governing Body,
shall serve as an ex-officio, non-voting member of the Board for the purpose of serving
as a liaison between the Board and the Governing Bodies, as appropriate. These ex-
officio members shall be appointed by, be replaced by, and be subject to removal by the
appropriate Governing Body.
(d) The number of directors may be changed by amendment to these Bylaws,
but such number must be at least three (3). Any such amendments to the Bylaws shall
establish the methodology for• the appointment and terms of the directors.
(e) The directors constituting the initial Board shall be those persons set forth
in Section2.1(b) above, who are the initial directors named in the Articles of
Incorporation. Successor directors shall have the qualifications and shall be appointed to
the terms set forth herein.
(f) Any director may be removed fiom oflce by the Governing Body that
appointed the director for• cause or at any time without cause.
(g) In case of a vacancy in the Board through removal or by reason of death,
resignation, failure to be a resident of his or her appointing City or other disqualification,
or other cause or incapacity, a successor to hold office for the remainder of the former
director's term shall be appointed by the appropriate Governing Body. This replacement
director shall be appointed within thirty (30) days after written notice by the Executive
Director, or his designee, to the appropriate Governing Body of the need for a
replacement director.
Section 2.2. Additional Powers. In addition to the powers and authorities by these
Bylaws expressly conferred upon them, the Board may exercise all such powers of the
Corporation and do all lawful acts and things as are not by statute, other law, or by these Bylaws
prohibited. Without prejudice to such general powers and other powers conferred by statute,
other law, and by these Bylaws, it is hereby expressly declared the Board shall have the powers
set forth in the Act.
55631599.7
Section 2.3. Meetings of Directors.
(a) The directors may hold their meetings at such place or places inside the
State as the Board may from time to time determine; provided, however, in the absence
of any such determination by the Board, the meetings shall be held at the principal office
of the Corporation as specified in Section 5.1(a) of these Bylaws. The Corporation shall
also conduct at least one annual regular meeting of the Corporation on September 1 or the
next business day thereafter. In addition, regular meetings of the Board shall be held
without the necessity of notice to directors at such times and places as shall be designated
from time to time by the Board. Special meetings of the Board shall be held whenever
called by the President, by the Secretary, by a majority of the directors, or by a majority
of the Governing Bodies.
(b) In addition to notices provided pursuant to Section 2.4, the Secretary shall
give notice to each director of each meeting in person or by mail or telephone at least
twenty-four (24) hours before the meeting. In the event of an emergency meeting, such
notice shall be in person or by telephone at least two (2) hours before the meeting.
(c) In addition to notices provided pursuant to Section 2.4, except for• an
emergency meeting, whenever any notice is required to be given to the Board, said notice
shall be deemed to be sufficient if given to an a-mail address provided by a director or by
depositing the same in a post office box in a sealed postpaid wrapper addressed to the
person entitled thereto at his or her post office address as it appears on the books of the
Corporation, and such notice shall be deemed to have been given on the day of such e-
mail delivery or mailing. Attendance of a director at a meeting shall constitute a waiver
of notice of such meeting, except attendance of a director at a meeting for the express
purpose of objecting to the transaction of any business on the grounds that the meeting is
not lawfully called or convened. Neither the business to be transacted at nor the purpose
of any regular or special meeting of the Board need be specified in the notice to directors
or waiver of notice of such meeting, unless required by the Board. A waiver of notice in
writing, signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such notice.
Section 2.4. Open Meetings Act. All meetings and deliberations of the Board shall be
called, convened, held, and conducted, and notice shall be given to the public, in accordance with
the Texas Open Meetings Act, Chapter 551, Texas Government Code, as amended.
Section 2.5. uonrm. A majority of the entire membership of the Board shall
constitute a quorum to conduct official business of the Corporation. The act of a majority of the
Board present at a meeting at which a quorum is in attendance shall constitute the act of the
Board and of the Corporation, unless the act of a greater number is required by law.
Section 2.6. Conduct of Business.
(a) At the meetings of the Board, matters pertaining to the business of the
Corporation shall be considered in accordance with rules of procedure as from time to
time prescribed by the Boazd.
55631899.7 3
(b) At all meetings of the Board, the President shall preside. In the absence of
the President, the Vice President shall preside. In the absence of both the President and
Vice President, a member of the Board selected by the members present, shall preside.
(c) The President shall be a voting member of the Board.
(d) The Secretary of the Corporation shall act as Secretary of all meetings of
the Board, but in the absence of the Secretary, the presiding officer may appoint any
person to act as Secretary of the meeting. The Executive Director, Treasurer, and any
Assistant Secretary may, at the option of the Board, be employees of any one of the Cities
and each member of the Board with the exception of the President, Vice President, or
Secretary, may be appointed as Assistant Secretaries.
Section 2.7. Committees of the Board. The Board may designate two (2) or more
directors to constitute an official committee of the Board to exercise such authority, as approved
by resolution of the Board. It is provided, however, that all final, official actions of the
Corporation may be exercised only by the Board. Each committee so designated shall keep
regular minutes of the transactions of its meetings and shall cause such minutes to be recorded in
books kept for that purpose in the principal office of the Colporation and any such meetings must
be conducted in accordance with the provisions of the Texas Open Meetings Act, Chapter 551,
Texas Government Code, as amended, if applicable.
Section 2.8. Comnensation of Directors. Directors shall not receive any salary or
compensation for their services as directors. However, they shall be reimbursed for• their actual
expenses incurred in the performance of their official duties as directors.
ARTICLE III
OFFICERS
Section 3.1. Titles and Terms of Office.
(a) The officers of the Corporation shall be a President, a Vice President,
Treasurer, a Secretary, an Assistant Secretary, an Executive Director, and such other
officers as the Board may from time to time elect. One person may hold more than one
office, except that the President shall not hold the office of Secretary or Assistant
Secretary. Officers shall serve for terms ending on the next September 30 or• until his or
her successor is elected or appointed; provided, the initial officers shall serve until
September 30, 2011 or until their successors are elected. Upon the expiration of the
terms, each officer shall have the right to be reelected.
(b) All officers shall be subject to removal from office at any time by a vote
of a majority of the Board.
(c) A vacancy in any office shall be filled by a vote of a majority of the
Board.
55631899.7 ~l
Section 3.2. Powers and Duties of the President. The President shall be the chief
operating executive officer of the Corporation, and subject to the authority of the Board, the
President shall be in general charge of the properties and affairs of the Corporation, and execute
all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other
instruments in the name of the Corporation. The President shall preside over the meetings of the
Corporation.
In naming the President, the Board should endeavor (but is not required) to appoint the
same person who served as Vice President for the previous year and to appoint the representative
of a different City each year, rotating through all of the Cities.
Section 3.3. Vice President. The Vice President shall have such powers and duties as
may be prescribed by the Board and shall exercise the powers of the President dwing that
officer's absence or inability to act, in their respective order.. Any action taken by the Vice
President in the performance of the duties of the President shall be conclusive evidence of the
absence or inability to act of the President at the time such action was taken.
Subject to the second paragraph of Section 3.2 and the following sentence, the Vice
President shall serve as President-elect, in order to maintain consistency in the management of
the Corporation. In naming the Vice President, the Board should endeavor (but is not required)
to appoint the representative of a different City each year, rotating tluough all of the Cities.
Section 3.4. Treasurer. The Treasurer shall be the chief fiscal officer of the
Corporation, and shall have the responsibility to see to the handling, custody, and security of all
funds and securities of the Corporation in accordance with these Bylaws. When necessary or
proper, the Treasurer may endorse and sign, on behalf of the Corporation, for collection or
issuance, checks, notes, and other obligations in or drawn upon such bank, banks or depositories
as shall be designated by the Board consistent with these Bylaws. The Treasurer shall see to the
entry in the books of the Corporation full and accurate accounts of all money received and paid
out on account of the Corporation. The Treasurer shall, at the expense of the Corporation, give
such bond for the faithful discharge of hisllrer duties in such form, and amount as the Board may
require. All check writing authority will follow all applicable policies adopted by the Governing
Bodies concerning authorizations, signatures and disbursements. It is intended that all checks,
drafts, or other payment obligations of the Corporation must be approved by the President or
Vice President of the Board and the Executive Director and Treasw•er.
Section 3.5. Secretarv. The Secretary shall keep the minutes of all meetings of the
Boazd and books provided for that purpose, shall give and serve all notices, may sign with the
President in the name of the Corporation, and/or attest the signature thereto, all contracts,
conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments of
the Corporation, shall have charge of the corporate books, records, documents and inshuments,
except the books of account and financial records and securities, and such other books and
papers as the Board may direct, all of which shall at all reasonable times be open to public
inspection upon application at the office of the Corporation during business hours, and shall in
general perform all duties incident to the office of Secretary subject to the control of the Board.
55631599.7 $
Section 3.6. Assistant Secretarv. The Assistant Secretary (one or more) shall act as
Secretary in the event of the absence or unavailability of the Secretary.
Section 3.7. Executive Director. Alan Cockerell will serve as the initial Executive
Director of the Corporation to provide administrative support services for the Corporation and to
perform other duties as prescribed by Board.
Section 3.8. Additional Provisions Relating to Officers. The President, Vice President,
and Secretary shall be named from among the members of the Board. The Executive Director,
Treasurer, and any additional Assistant Secretary may, at the option of the Board, be employees
of the Cities. The Executive Director shall retain legal counsel and financial advisors for the
Corporation, subject to the approval of the majority of the Board.
Section 3.9. Compensation. Officers who are members of the Board shall not receive
any salary or compensation for their services, except that they shall be reimbursed for the actual
expenses incurred in the performance of their official duties as officers.
ARTICLE IV
FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS
Section 4.1. Cibolo Valley Local Government Corporation Plan.
(a) It shall be the duty and obligation of the Boud to establish, finance, and
implement the Cibolo Valley Local Govermnent Corporation Plan, subject to approval or
disapproval by each Governing Body.
(b) In cazrying out its obligations under subsection (a), the Corporation shall
be authorized to exercise all rights and powers granted under the Act.
(c) The Board shall submit an annual report to each Governing Body as to the
status of its activities in carrying out its obligations under this Section and shall report
periodically as requested in writing by any Governing Body.
(d) Any and all agreements between the Corporation and other parties shall be
authorized, executed, and approved, and delivered in accordance with applicable law.
Section 4.2. Annual Corporate Budeet. Prior to the commencement of each fiscal year
of the Corporation, the Board shall adopt a proposed budget of expected revenues from sources
set out in Section 4.5 of this article and proposed expenditures for the next ensuing fiscal year.
The budget shall contain such classifications and shall be in such form as may be prescribed
from time to time by any Governing Body. The budget shall not be effective until the same has
been approved by each Governing Body, which approval shall not be unreasonably withheld.
55631899.7 6
Section 4.3. Books, Records, Audits.
(a) The Corporation shall keep and properly maintain in accordance with
generally accepting accounting principles, complete books, records, accounts, and
financial statements pertaining to its corporate funds, activities, and affairs.
(b) At the direction of each Governing Body, the books, records, accounts,
and financial statements of the Corporation may be maintained for• the Corporation by the
accountants, staff, and personnel of any of the Cities.
(c) The Corporation, or the person selected above, if the option of
subsection (b) is selected, shall cause its books, records, accounts, and financial
statements to be studied at least once each fiscal year by an outside, independent auditing
and accounting firm selected by each Governing Body and approved by the Board. Such
an audit shall be at the expense of the Corporation. A copy of the Corporation's annual
audit shall be delivered to each Governing Body within ten (10) days after it is approved
by the Board, but in no event later than 150 days after the end of the fiscal year of the
Corporation. A copy of each quarterly unaudited financial statement of the Corporation
shall be provided to each Governing Body within thirty (30) days after the end of each
fiscal quarter.
(d) All books and records of the Corporation maybe inspected by any director
or his or her agent or attorney for any propose at any reasonable time and at all times
each Governing Body shall have access to the books, records, and financial statements of
the Corporation.
Section 4.4. Deposit and Investment of Corporation Funds.
(a) All proceeds from loans or from the issuance of bonds, notes, or other debt
instruments ("Obligations") issued by the Corporation in accordance with the provisions
of the Act shall be deposited and invested as provided in the resolution, order, indenture,
or other documents authorizing or relating to their execution or issuance.
(b) Subject to the requirements of conh~acts, loan agreements, indentures or
other agreements securing Obligations, all other money of the Corporation, if any, shall
be deposited, secured, and/or invested in the manner provided for the deposit, security,
and/or investment of the public funds of Texas municipalities. The Board shall designate
the accounts and depositories to be created and designated for such purposes, and the
methods of withdrawal of funds therefrom for use by and for the purposes of the
corporation upon the signature of its Treasurer and such other persons as the Board
designates. The accounts, reconciliation, and investment of such funds and accounts
shall be performed by the Executive Director, or his designee.
Section 4.5. Expenditure of Corporate Money. The proceeds from the investment of
funds of the Corporation, the proceeds fiom the sale of property, revenues generated by and
payable to the Corporation pursuant to the Act or any other source of revenues that are payable
to the Corporation, and the proceeds derived from the sale of Obligations, may be expended by
ss63rs99.~ 7
the Corporation for any of the purposes authorized by the Act, subject to the following
limitations:
(a) Expenditures that may be made from a fund created with the proceeds of
Obligations, and expenditures of money derived from sources other than the proceeds of
Obligations may be used for the purpose of financing or otherwise providing for the
acquisition, construction, rehabilitation, renovation, repair, equipping, furnishing and
placement in service of public facilities of the Corporation under the terms of the Act; or
(b) All other proposed expenditures shall be made in accordance with and
shall be set forth in the annual budget required by Section 4.2 or in contracts meeting the
requirements of Section 4.1(d) of this Article.
Section 4.6. Issuance of Obli atg ions. No Obligations, including refunding obligations,
shall be authorized or sold and delivered by the Corporation unless each Governing Body
approves such Obligations by action taken prior to the date of initial delivery of the Obligations
to the initial purchasers thereof.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.1. Principal Office.
(a) The registered office of the Corporation shall be the Corporation's
principal office.
(b) The Corporation shall have and shall continually designate a registered
agent at its office, as required by the Act.
Section 5.2. Fiscal Year. The fiscal year of the Corporation shall commence on
October 15' and shall conclude on September 30`x' of each year.
Section 5.3. Seal. The Corporation shall not have a corporate seal.
Section 5.4. Resi nations. Any director or officer may resign at any time. Such
resignation shall be made in writing and shall take effect at the time specified therein, or, if no
time is specified, at the time of its receipt by the President or Secretary. The acceptance of
resignation shall not be necessary to make it effective, unless expressly so provided in the
resignation.
Section 5.5. Approval or Advice and Consent of a Governing Body. To the extent that
these Bylaws refer to any approval by a Governing Body or refer to advice and consent by a
Governing Body, such advice and consent shall be evidenced by a certified copy of a resolution,
order, ordinance, or motion duly adopted by a Governing Body.
55631899.7
Section 5.6. Indemnification of Directors Officers and Employees.
(a) The Corporation is, for the purposes of the Texas Tort Claims Act
(Subchapter A, Chapter 101, Texas Civil Practices and Remedies Code), a governmental
unit and its actions are governmental functions.
(b) The Corporation shall indemnify each and every member of the Board, its
officers and its employees and each member of the Board and each employee of the
Corporation, to the fullest extent permitted by law, against any and all liability or
expense, including attorneys fees, incurred by any of such persons by reason of any
actions or• omissions that may arise out of the sanctions and activities of the Corporation;
provided, however, that the Corporation may not provide indemnity in any manner if the
director, officer, employee, or agent is guilty of negligence or misconduct in relation to
the matter. The legal counsel for• the Corporation is authorized to provide a defense for
members of the Board, officers, and employees of the Corporation.
ARTICLE VI
EFFECTIVE DATE, AMENDMENTS; MISCELLANEOUS
Section 6.1. Effective Date. These Bylaws shall become effective upon the occurrence
of the following events:
(a) the approval of these Bylaws by each Governing Body, which approval
may be granted prior to the creation of the Corporation; and
(b) the adoption of the Bylaws by the Board.
Section 6.2. Amendments to Articles of Incorporation and B laws. The Articles of
Incorporation of the Corporation and these Bylaws may be amended only in the manner provided
in the Articles of Incorporation and the Act.
Section 6.3. Intemretation of B Imo. These Bylaws shall be liberally construed to
effectuate the purposes set forth herein. If any word, please, clause, sentence, paragraph, section
or other part of these Bylaws, or the application thereof to any person or circumstances, shall
ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the
remainder of these Bylaws and the application of such word, please, clause, sentence, paragraph,
section or other part of these Bylaws to any other person or• circumstance shall not be affected
thereby.
Section 6.4. Dissolution. Upon the dissolution of the Corporation after payment of all
obligations of the Corporation, all remaining assets of the Corporation shall be transferred to the
Cities, on an equal basis.
Adopted: July 28, 2011
55631899.7