CVLGCCorporations Section ,~p'~E ~F Hope Andrade
P.O.Box 13697 w ~ ~ Secretary of State
Austin, Texas 78711-3697 ~,
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.hel~c~a state.tx.usstate.tx.us or by writing P.O. Box 13528, Austin, Toxas 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 ~,~pTE nFT Hope Andrade
P.O.Box 13697 w ~ ~ Secretary of State
Austin, Texas 78711-3697 0;
Y
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
--y~?~
Hope Andrade
Secretary of State
Come visit us on the Internet Q ht[p://www.sos.state.tx.us/
(512) 463-5555 FAX (512) 463-5709 TTY (800) 735-2989
Effective: 07/11!2011
Corporations Section ~t,T13 Op Hope Andrade
P.O.Box 13697 ~ ~ ~ ~ Secretary of State
Austin, Texas 78711-3697 Y
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
~~r~
Hope Andrade
Secretary of State
Come visit as on the Internet @ http://wwwsosstate.tx.us/
(512) 463-5555 FAX (512) 463-5709 TTY (800) 735-2989
Effective: 07/11!2011
FILE®
In the Office of the
Secretary of State of Texas
JUL 112011
ARTICLES OF INCORPORATION Corporations Sectl®n
OF TAE
CIIiOLO VALLEY LOCAL GOVERNMENT CORPORATION
We, 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 Schertz, Taxes ("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 of the Texas Transportafion Code, as amended (the
"Act"), and the Texas Housing Finance Corporations Act, Chapter 394 of the Texas Local
Govetument Code, as amended ("Chapter 394"), hereby adopt the following Articles of
Incorporation for such Corporation;
ARTICLE I
The name of the Corporation is the Clbolo Valtey Local Oovetnment Corporation.
ARTICLE II
The Corporation is a public, 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 Cibolo, Converse, Scheriz, Seguin, and Selma
(collectively, the "Cities") ]n acquiring, constructing, leasing, improving, enlarging, extending,
repairing, maintaining, and operating a water utility system (the "Project") pursuant to the
provisiotts 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 Ura 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 end to own and operate all properly, real, personal, or mixed, and
conduct such activities as are now or hereafter permitted under fire 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 Cotpomtion by gift, devise, bequest, or otherwise, for any of the
uses or purposes set forth above, end to invest, lend, conserve, use, and disburse such money,
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securities, or other property, and the income derived therefrom, for the uses end purposes herein
specified, in accordance with the judgment and discretion of the Board of Directors;
(e) to purchase, exchange, contract for, lease, rent, and in any and 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 encumber any and all of the
revenues and assets of the Corporation as security therefor for the purpose of carryhig out fhe
goals of the Corporation; and
(g) to do any and all things necessary or convenient 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, eitirer alone or in comrection with other firms, individuals, or corporations, whether in the
State or throughout the United States, and elsewhere.
The Corpomtion shall have the purposes and powers permitted by the Act, but the
Corpomtion 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, Texas Civil Practice and
Remedies Code, as amended), the Corporation is a governmental, unit end 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) Bofore 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
"governing Bodies") as evidenced by the adoption of written resolutions.
(b) In the exercise 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 ba 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 nonatock corporation.
ssssie9s.r 2
ARTICLE VII
The Governing Bodies have, by resolutions adopted on February 22, 2011 (Cibolo), June
14, 2011 (Converse), Mareh 15, 2011 (Scherrt~), December 21, 2010 (Seguin), and June 7, 2011
(Selma), 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
Imown as Chapter 22 of Title 1 of the Texas Business Organizations Code, as amended) which
are consistent with 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 the State and which are necessary or useful
for the development and operation of the project..
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 aot on behalf of the
Cities es provided in these Articles of Incorporation.. However, the Corporation is not a political
subdivision or political wrporation of the State within the 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, ox 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 (Subehapter A, Chapter 101, Texas Civil Practice and Remedies Code, as amended),
the Corporation is a governmental unit and its actions are governmental functions.
ARTICLE 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 end add any 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 Directors of the Corporation shall file witlt each of the Governing Bodies, a written
application requesting permission to amend the Articles of Inwrpomtion, specifying in such
application the amendments proposed to be made, the Governing 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 the form of the proposed
amendments, then the Board of Directors of the Corporation may amend the Articles of
Inncorporation by adopting such amendments at 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 Tncotporation, and
ssraie9e.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 limitation provided by the
Constitution and general laws of the State and the United States of America on the impairment of
contracts entered into by the Corporation), by written resolution adopting the amendment to the
Articles of Incorporation of the Corporation or artioles of dissolution at a meeting of each of the
Govemhtg Bodies and delivering ardcles of amendment or dissolution to the Secretary of State,
as provided in the Act end Chapter 394. Restated articles of lncorpomtion may be filed with the
Secretary of State as provided in the Act and Chapter 394.
ARTICLE IX
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 tpnended. '
ARTICLE X
The street address of the initial 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. Alan
Cockerell.
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 untll and unless amended in accordazrce 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 1f11I
The number of directors constituting the initial Board of Directors of the.Corporation 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 78106
Shawna Dowell 403 South Seguin
Converse, Taxes 78109
Justin Murray 1400 Schertz Parkway
Schertz, Texas 78154
Robert Crabb 205 North River Street
Seguin, Texas 78156
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William Weeper 9375 Corporate Drive
Selma, Texas 781541250
ARTICLE X1II
The name and street address of each ]nwrporator, each of whom is a resident of one of
the Cities are as Follows:
Jennifer Harmran 200 South Main
Cibolo, Texas 78108
Al Suarez 403 South Seguin
Convorse, Texas 78L09
Hal Baldwin 1400 Schertz Parkway
Schertz, Taxes 78154
Betty Ann Matthias 205 North River Street
Seguin, Texas 78156
Tom Daly 9375 Corporate Drive
Sahna, Texas 78154-1250
ARTICLE XIV
No director shall be liable to the Corporation for monetary damages for an ant or
omission in the director's capacity as a director, except to the extent the director 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 lmowiag violation of law, (iii) for any transaction from which the director received
an improper benefit, whether or not the benefit resulted firora an act taken within the scope of the
director's office, or (iv) for acts or omissions for whioh the liability of a director fa expressly
provided by statute. Any repeal or amendment of this Article 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 permitted by an amendment to the State statutes hereafter
enacted that further limits the liability of a director.
ARTICLE XV
(a) The Governing Bodies, by written resolutions, tray authorize and drrect 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, is 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 Corporation 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 determined by the Bylaws), the Board of
Directors shall detemrine that sufficient provision has been made for the full payment of all
current expenses, together with all amounts payable on tbe contacts, agreements, bonds, notes,
and other obligations of the Corporation, and that all of the terms, provisions, and covenants
therein have been met, then any not earnings derived from sources thereafter awnilng in
connection with public facilities financed pursuant to the Act, and rovenues received in
connection with public facilities financed pursuant to the Act shall be used solely for the
purposes permitted by the Act and these Articles' of incorporation.
(c) If the Corporation ever should be dissolved when it bas, 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 Gilles, on an equal basis, a$er satisfaction of debts and claims.
ARTICLE XVII
The Corporation may indemnify any director, officer, employee or agent or former
director, officer, employee, or agent of the Corporation for expenses sod costs, including
attorney's fees, actually or necessarily incurred by the person in wnnection with any claim
asserted against the person, by action in wort or other forum, by reason of such person having
been a duector, 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
miswnduct in relation to the matter.
[The remainder of this page intentionally left blank]
sstais9sa 6
IN WITNESS WHEREOF, we have hereunto set our hands this ~ day of
3V.t,110 , 2011.
~~~MMA~ ,)~~l~dAnl
Jennifer H an, Tnwrporator
Betty `Matthias, Incorporator '
Tom aly, Incorpomtor
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Hel Baldwin, Incorporator
STATE OF'I'E)L4Sn
COUNTY OF l y c.c a t~a ~ u~_
BEFORE MS, the undatsigoed Notary Publio, on this day personally appeared Jennifer
Hartman, known to me to be the parson whose name is subscribed to the foregoing instrument
and acknowledged to me that she axecated'the same for the purposes and consideration Werein
expressed
GIVEN UNDER IVTY HAND AND SEAL OF OFFICE on this the .~ day of
'awn ,r- ~ , 2011.
[SEAL ] ~ g y,~ L~
Notary Public in end for the State of Texas
Printed Name: ~~99~ Ci/hics
,0 PE66YCIMICS
Notary Pu611a, State oT TSxeo Ivly Commi9810n Expires: ~d-7-/4
~
My Cammleelon Fa~plree
Aupurt 01, 201A
[Remainder of Page Intentionally Left Blank]
ss63tsss.~
STATE OF TEXAS
COUNTY OF E.J~-ar
BEFORE ME, the undersigned Notary Public, on this day personally appeared Al Suarac,
lmown to me to bo the person whose name ie aubacrlbed to the foregoing iasul~ent and
aalmowledged to ma that he executed the same for the purposes and consideration therein
expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE on this the S day of
2011.
[sal
Notary Public for as
Prluted.Name: •
1--,-.; NT,y Cowmission xpirea: :T..1~ 1 ~ 1 ~ 1 ~
~ ,~ ai.ruEaonvuus
MVC061RY9910NEXPIflE9
~~ Jlly91,8911
[Remainder of Page IntendonaUy Lef! Blank]
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STATB OF TEXAS ~
l §
COUNTY OF \ ~
BEFORE ME, the undersigned Notary Public, on this day personally appeared Hal
Baldwin, known to me to be the person whose name is subscribed ~ f~~deratioi n f~herein
and acknowledged to me that he executed the same for the purpo
~P
\ IVEN UNDER MY HAND AND SEAL OF OFFICE on this the day of
~ C~+~.~i~,~ 2011.
[SEAL] ~ ~ ~~~
BRENDA 10013E UENNIS Notary Public in for the Slate of Texas ~~
NOTANY PUBLIC re,~,~ iS.e.
8TA1lDFiDfAB prtntedName:
-bComadwlunsft~8ot~ MyCommisalonE:rpires:
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ssasta9e.~ 10
STATE OF TEXAS §
COUNTY OF 1~uTa.L~T_. §
BEFORE ME, the undersigned Notary Publio, oa this day personally appeared Hetty Ann
Meithies, known to me to be the person whose name ie subscr]bed to the foregoing instrument
end acimowledged to me that she executed the same for the purposes a~ consideration therein
expressed. .
GIVEN UNDBR MY HAND AND SBAL OF OFFICE on this the ~ day of
2011.
a"°'°°°'"~'°'Aaa'a°'°'9'»a~~a'''''°a Notat Public inland fm' the State of Texas
NA ~~ d yU1NS10 Printed Name: fif asx~: ?,~. yY1 ausui
~`~` state of Texas My Commission Expires: L -1 s- 3 d ML
o My Cantu. Ems, 08.16014
II~ee+c~c~as~wad~aved.~aee,~u,c
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ssalie~a,r I1
STATE OF TEXAS §
'' § ~
COUNTY OF ~~!`OF § f
BEFORE ME, the undendgaed Notary Public, on this day personally appeared Tom l
Daly, known to ma to be the parson whose name is aubscrlbed to the foregoing inclnmient and
acknowledged to ma that he axeouted the same for tho puxpoaea attd consideration therein
expr~esved
GIVEN UNDER MY HAND AND 3fiAL OF OFFICE on this the ~ day of
2011. i
~ ~
NENNEIH E H0BF.Ht8
My oommroebn Ekphw
seaaen.r xe.2ota Notary Public in eud for the State of Texas i
Ptimed Name: ,t~,w.~~ ~" %~. rb~br
My Commissionfixpires:_9/a•/.~e~r
i
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SSA1898.7
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