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SSLGC BYLAWS REVISED 12-2005BY-LAWS OF THE SCHERTZ/SEGUIN LOCAL GOVERNMENT CORPORATION ,. - . ., ARTICLE I PURPOSE AND POWERS ARTICLE II (a) The property and affairs of the Corporation shall • -managed and controlled • a Board of Directors (the "Board) subject to the restrictions imposed by law the Act; the Articles of Incorporation, and these Bylaws, the Board shaU exercise all. of the powers of the corporation. (b) The Board shall consist • -five (5) directors. Two (2) directors shall. • appointed initially by a resolution adopted by the Schertz City, Council and three (3) directors shaU be appointed initially by a resolution adopted by the Seguin City Council. These 'initial directors shall • appointed by, serve the initial terms, be replaced r have the subsequent terms as disclosed in the followine table- (c) The Schertz City Council and the Seguin City Council are referred to herein as the "Governing Bodies". Initially Length of Replacement Length of Replacement Place — Anl2ointed D1 Initial'r= Al2pointed By Term _Apppintcd_By 1 Seguin 1 Year Schertz 5 Years Seguin 2 Schertz 2 Years Seguin 5 Years Schertz 3 Seguin 3 Years Schertz 5 Years Seguin 4 Schertz 4 Years Seguin 5 years Schertz 5 Seguin 5 Years Schertz 5 Years Seguin (c) The Schertz City Council and the Seguin City Council are referred to herein as the "Governing Bodies". (d) The number of directors may be changed by amendment to these Bylaws, but r number naust be Any such amendments t• the Bylaws s1. ! establish the methodology for the appointment and terms of the directors. directors constituting the initial Board shall be e directors named in the Articles of incorporation. Successor directors shall have the qualifications and shall be appointed to the terms • r Any director may be removed from office by the Governing Body that appointed the director for or at any time without (g) In case of a vacancy in the Board through death, resignation, disqualification, or other cause rr or incapacity, a successor to hold office shall be appointed by the appropriate Governing Body. • directors or waiver of notice of such tneetin& unless required by the Board. A waiver of notice writing, signed • the person • persons entitled to said notice, whether before • after the tim stated therein, shall be deemed eqtdvalent to the giving of such notice. I Section 2.4 Open Meetings Au All -meetings and deliberations of the Board shall ba called, convened, held, and conducted, and notice shall be given to the public, in accordance Wil the Texas Open Meetings Act, as amended, Chapter 551, Texas Government Code. Section 2.5 Quorum. 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. I (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 Board. (b) At all meetings of the Board, the president shall preside. In the absence] the president, the vice president shall preside. In the absence of both the president and vJ president� a m ember of the Board selected by the members present, shall preside. Section 2.8 Compensation of Dib�tors. Directors shall not receive any salary or compensation for their services as directors. However, they shall be reimbursed for their act" expenses incurred in the performance of their official duties as directors. ARTICLE III OFFICERS officers of « r« ti on shall be a president, president, treasurer, and a seq� and such other officers as the Board may from time to time elect. One person may hold more dian one office, except that the president shall not hold the office of secretary. Officers shall serve for rf or his or « e or appointed. Upon expiration of the terms', officer have • to be « « - « or is (b) All officers shall be subject to removal from office at any time by a vote of a majority of the Board.. (c) An executive cominittee vill consist of the president of the board, the city manager of Schertz and the city manager of Seguin or the designatedrepresentative of each. 7of11 ARTICLE IV FUNCTIONAL •' • AND REQUIREMENTS . I iiiii , . . •• WIM (a) All proceeds from loans • from the issuance • bonds, notes, • other debt instruments ('Obligations issued by the. Corporation in accor ance. -vvvl t C pro sin S 0 e Act shall be deposited and invested as provided in the -resolution, order, midenture, or other documents authorizing • relating to their execution • issuance. - We- Corporation pursuant to the Act • any other source • -revenues that are payable to the Corporation, and the • rs § derived •m the sale • " dons mav be exnended b th Comotatoin for an air-1,42KOR Iota IN I Low"i IIMI 16-11 11RI[6104A • All other proposed expenditures shall be made 'in accordance with and sh be set forth 'in the annual budget required by Section 4.2 or in conttac meeting thereqi ="ements of Section 4.1 (d) of this Articie� I Section 4.6 issuance • ObhgitLions. No Obligations,. includinLy refunding obligations, sh MFU - 2i I 2WIt"wiz,�4 timazi-i zui 66�1 �T I-Tax, t �,Vks0�4"w1i V"#IT 2�vw Tziv Obligations by action taken prior to the date of initial delivery of the Obligations to the purchasers thereof. 9 of 11 -ARTICLEV MISCEIJANEOUS PROVISIONS Section 5.1 Principal Office. 91 -M AKrICLE VI EFFECTIVE DATE, AMENDMENTS; MISCELIANEOUS Section 6.1. F ,ffeclive Date. These Bylaws shall hecome effective upon the occurrence of the following events: (1) the approval of these By-laws by each Governing Body, which approval may be granted prior to the creation of the Corporation; and (2) the adoption of the Bylaws by the Board. Section 6.2 A-mendments to Articles of Incomoration and Bylaws. The Articles of Incorporation of the Corporation and these Bylaws may be amended only Mi the manner Provided A in the Articles • Incorporation and the Act. Section 4 Dissolution. Upon the dissolution o e e a ter payment obligations • the Corporation all -remaining assets of the Corporation -,hall be transferred to the Schertz and Seguin, on an equal basis. 11 of 11 3 � l WU WHEREAS, it is in the best interest of the Corporation to amend the By- Laws of the Corporation; and WHEREAS, the Corporation By-Laws were amended to incorporate the position of General Manager; and NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Seguin, Texas as follows: L The C - ere s 1 • all # oses represents th- proposed . # _ of _ gum Local Government Corporation and are hereby approved. 12-06-05 05R -157 WHEREAS, it is in the best interest of the Schertz Seguin Local Government Corporation to amend the By-Laws of corporation. WHEREAS, subject to approval by the City Councils of Schertz and Seguin, the Corporation By-Laws are hereby amended to incorporate the position of General, Manager. WHEREAS, the By-Laws attached hereto as Exhibit "A" and incorporated herein for all purposes represents the proposed amendments of the Schertz Seguin Local Government Corporation. NOW; THEREFORE, BE IT RESOLVED and ORDERED by the City Council of the City of 8chertz that 1. The City of Counci o e By-Laws • the Schertz Seguin Local Government Corporation. 2. The By-Laws of the Schertz Seguin Local Government Corporation are hereby amended.