13-R-07 Amendment to Articles Of Incorporation & Bylaws & First Amendment to MOURESOLUTION NO, 13-R-Q7
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SCHERTZ,
TEXAS ADOPTING AN AMENDMENT TO THE ARTICLES OF
INCORPORATION AND BYLAWS OF THE CIBOLO VALLEY LOCAL
GOVERNMENT CORPORATION TO REFLECT THE CHANGE IN
MEMBERSHIP OF THE CIBOLO VALLEY LOCAL GOVERNMENT
CORPORATION; EXECUTING AN AMENDMENT TO THE
MEMORANDUM OF UNDERSTANDING WITH THE CORPORATION
TO REFLECT THE CHANGES TO THE CORPORATION'S
MEMBERSHIP; PROVIDING FOR SEVERABILITY; REPEALING
CONFLICTING RESOLUTIONS; AND ESTABLISHING AN EFFECTIVE
DATE.
WHEREAS, Cibolo Valley Local Government Corporation ("CVLGC") is a local
government corporation, created and existing under the provisions of Subchapter D of Chapter
431, Texas Transportation Code, as amended ("Chapter 431"}, and Chapter 394, Texas Local
Government Code ("Chapter 394" and Loge#her with Chapter 431, the "Act") and has and may
exercise all of the rights, powers, privileges, authority, and functions given by the general Iaws of
the State of Texas to non-profit corporations incorporated under the Act including, without
limitation, the Texas Non-Profit Corporation Act, Chapter 22, Texas Business Organizations
Code; and
WHEREAS, the cities of Cibolo, Converse, Schertz, Seguin, and Selma (collectively,
"Member Cities") have approved the creation of CVLGC; and
WHEREAS, the City of Seguin, by letter dated November 27, 2012, has requested to
withdraw from CVLGC as a member city; and
WHEREAS, the City of Selma, by approval of Resolution No. 120b 12, has requested to
withdraw from CVLGC as a member city; and
WHEREAS, at its December 13, 2012, open meeting, CVLGC considered the requests
from the cities of Selma and Seguin; and
WHEREAS, the Board of Directors of CVLGC recommends the withdrawal of Selma
and Seguin from membership in CVLGC; and
WHEREAS, Article VIII of CVLGC's Articles of Incorporation, Chapter 394 of the
Texas Local Government Code, and Chapter 431 of the Texas Transportation Code allows
CVLGC to apply to its rrrember cities for a change to its Articles of Incorporation; and
WHEREAS, an amendment to CVLGC's Articles of Incorporation is required in order ko
provide far the withdrawal of the cities of Selma and Seguin; and
WHEREAS, an amendment to CVLGC's Articles of Incorporation must be approved by
each the member cities' governing bodies in order to be effectuated; and
WHEREAS, the amendment to the CVLGC Articles of Incorporation is wise, expedient,
necessary, and advisable; and
WHEREAS, the Board of Directors of CVLGC applied to each of its member cities to
make the following changes to CVLGC's Articles of Incorporation and Bylaws; and
WHEREAS, should the cities of Seguin and Selma withdraw from CVLGC, CVLGC's
Bylaws will need to be amended; and
WHEREAS, Article XI of CVLGC's Articles of Incorporation requires that an
amendment to CVLGC's Bylaws be approved by each the member cities' governing bodies; and
WHEREAS, the Board of Directors of CVLGC approved the changes to the articles of
incorporation and bylaws as detailed below at an open meeting; and
WHEREAS, CVLGC and the City executed, along with the other member cities of
CVLGC, a Memorandum of Understanding ("MOU") that detailed the obligations of each entity;
WHEREAS, if Selma and Seguin withdraw from CVLGC, a First Amendment to the
MOU is necessary to reflect the withdrawals of Selma and Seguin from CVLGC.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL
OF THE CITY OF SCHERTZ, TEXAS:
Section 1. The recitals contained in the preamble of this Resolution are determined to be
true and con-ect and are hereby adopted as a part of this Resolution.
Section 2. The City hereby approves the following amendments to the CVLGC Articles
of Incorporation:
(A}Article IV {a) shall be changed to read as follows: "to aid, assist, and act on behalf of
Cibolo, Converse, and Schertz {collectively, "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"}, and other applicable
laws of the State;"
(B) The first paragraph of Article VII shall read as follows: "The Govei~ing Bodies have,
by resolutions adopted on March 22, 2010 (Cibolo), March 15, 2010 (Converse), and
March I5, 2010 (Schertz}, 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 cities of Seguin and Selma were member cities of
the Corporation, but by resolutions adopted on {Cibolo), (Converse),
(Schertz), (Seguin), and (Selma), Selma and Seguin are no
longer member cities of the Corporation."
(C} Article XII shall read as follows: "The number of directors constituting the Board of
Directors is three (3). One (1} director shall be appointed by each of the Governing
Bodies."
Section 3. The City hereby adopts the following amendment to Section 1.2 (a) of the
CVLGC Bylaws to read as follows:
"Section 1.2. Purpose. The Corporation is incai~arated for the purposes set forth in
Article IV of its Articles of Incorporation, and any amendments thereto, the same to 6e
accomplished on behalf of the City of Cibolo Texas ("Cibolo"), the City of Converse,
Texas ("Converse"), and the City of Schertz, Texas ("Schertz"), 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 4. The City hereby adopts the following amendment to Section 1.4 of the CVLGC
Bylaws to read as follows:
"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
e;~penses shall inure to the benefit of any person other than Cibolo, Converse, and Schertz
(collectively, the "Cities").
Section 5. The City hereby adopts the following amendment to Section 2.1 (b} of the
CVLGC Bylaws to read as follows:
"Section 2.1 (b). Powers, Number, and Tei7n of Office. The Board shall consist of three
(3} 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 director by resolution of the governing body of each of
the Cities {collectively, the "Governing Bodies"). Each member of the Board shall be
appointed for afour-year te~7n until the Corporation is dissolved. A director may be
reappointed. The four-year term of office from the City of Cibolo began on October 1,
2011. The four-year term of office from the cities of Converse and Schertz began on
October 1, 2012."
Section 4. The City hereby approves the First Amendment to the Memorandum of
Understanding Among the Cities of Cibolo, Converse, Schertz, Seguin, and Selma, and the
Cibolo Valley Local Government Corporation, attached hereto and incorporated herein for all
purposes in substantially correct form as Exhibit A. The First Amendment will reflect
withdrawal from CVLGC 6y the cities of Selma and Seguin and their responsibilities regarding
the MOU. The City Manager is hereby authorized on the City's behalf to execute the First
Amendment to the Memorandum of Understanding Among the Cities of Cibolo, Converse,
Schertz, Seguin, and Selma, and the Cibolo Valley Local Government Corporation and
effectuate its intent.
Section 5. All Resolutions and parts thereof in conflict herewith are hereby expressly
repealed insofar as they conflict herewith.
Section 6. It is hereby declared that the sections, paragraphs, sentences, clauses and
phrases of this resolution are severable and, if any phrase, clause, sentence, paragraph or section
of this resolution shall be declared unconstitutional or invalid by the valid judgment or decree of
any court of competent jurisdiction, such unconstitutionality or invalidity shall not affect any of
the remaining phrases, clauses, sentences, paragraphs and sections of this resolution, because the
same would have been enacted by the City Council without the incorporation of any such
unconstitutional phrase, clause, sentence, paragraph or section.
Section 7. This Resolution shall take effect immediately upon adoption hereof.
1
PASSED AND APPROVED thday of_~, 2013
~.
CITY O ERAS
Mayor, Michael R. Carpenter
ATTES`1':
6
_.
~ty Secretary, Br:nda Dennis
{CITY SEAL}
rIRST AMLNllMENT'I'O MCMOI2Ar~'llUM Ol+ UNDERSTANDING AMONG THE
CITIES OF C1BOL0, CONVERSE, SCIIERTZ, Sh.GUIN, ANll SI;I~MA, AND THC
CIBOLO VALLL+'Y LOCAL GOVERNMCNT COitl'ORA'I'iON
WHEREAS, in recognition of the fact that the acquisition of a dependable source of raw and
potable water is essential for the maintenance of continued economic growth and the well being
of its citizens, the cities of Cibolo, Converse, Schertz, Seguin, and Selma have approved the
a'eation of the Cibolo Valley Local Goverrunenl Corporation ("CVLGC") as their' constituted
airllrcrrily and insU'umentality to accomplish the specific purpose of acquiring, constructing,
improving, enlarging, extending, repairing, maintaining and operating a water utility system; and
WHIJREAS, I}te cities oFSeguin and Selma have soughs withdrawal ti•om CVLGC;
WHIIRI',AS, the cities of Cibolo, Converse, Schertz, Seguin, and Selina execu+.ed a
Memor•andcnn of Understanding with •CVLGC ("MOU") to outline ce~•tain t•ighls and
responsibilities af'each entity;
WHEREAS, Cibolo, Converse, and Schertz (collectively, "Member Cities") wish to continue
pursuing projects through CVLGC;
NOW, THEREFORE, in consideration of the mutual covenants and agreements ]terein
contained, each of the Member Cities and CVLGC egret as follows;
I . The terms of the MOU remain iu full force and effect except as amended herein.
Definitions in the MOU shall apply to terms utilized herein,
2. The Parties agree that Seguin and Selina are withdrawing from CVLGC and
Selma and Sequin's rights, titles, interests, and obligations in the MOU and CVLGC are
relinquished subject to the provisions contained herein. The remaining Member Cities in the
MOU shall be the cities of Cibolo, Converse, and Schertz,
3. I'cusuant to section 5 of the MOU, Seguin made an initial contribution to CVLGC
of $250,000. Selma ntade an initial contribution to CVLGC of $125,000. Seguin and SelmEt
shall be reimbursed their contribution to CVLGC less the pro rata incurred expenses of CVLGC
per city Ihr•ough Decentber 3 I , 2012,
4. The remaining Member C'ities' (Cibolo, Converse, and Schertz} interest in
CVLGC shall be based on Ern equal share (currently, a lllll'd each).
5. Withdrawal of fr Member Cily. II' any of slit r~ernaining Member Cities withdraws
from CVLGC, the remaining Member Lilies (Cibolo, Converse, and Schertz) agree That the
withdrawing city shall be entitled to reimbursement of any canU•ibutiuns the withdrawing city
makes to CVLGC less any exl}cases incurred by Ilte CVLCC to the date of the withdrawal and
through CVLGC's remaining [3udget Year.
This First Amendment to the MOU may be signed as multiple originals and is approved
by each ofttle Mernber Cities and CVLGC on the date indicated.
City of Cibolo:
~-~.~. Date: a ~ a-~t f t 3
Robert T. Herrera, City Manager
City of Conaersc:
~~~ I.VL~ Date: ~ r ~ ~ ~ ~_.._.
Shawna D. Burkhart, City Manager
City of Schertz:
_ Date: 2 ZS 13
John el, City Manager
City of Seg~lin:
Date: 2 ~1 Zd~~
Douglas G.1~aseler, City Manager
of Selina:
Date: ~'~/ r.~'
Tom Dal}, Mayor
Cibolo Valley Local Goverumeut Corporation:
~dY ~ 'L.~LOI.~' Date: 1 ~ ~r ~ (,3
Shawna D. Burkhart, President
I'IRST AMENDMENT TO MOU Page 2 of 2
CVLGC/MEMBER CITIES
SIGNED ORIGINAL(S): 6