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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