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HomeMy WebLinkAboutRES 2004-020 RESOLUTION NO. 2004-20 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS, APPROVING THE BY-LAWS OF THE TARRANT REGIONAL TRANSPORTATION COALITION AND THE COALITION AGREEMENT; PROVIDING A SEVERABILITY CLAUSE; AND DECLARING AN EFFECTIVE DATE WHEREAS, on January 28, 2004, elected officials and community leaders in Tarrant County met to discuss the formation of the Tarrant Regional Transportation Coalition ("Coalition"); and WHEREAS, it was proposed that the Coalition be formed to develop strategies to improve mobility and air quality in the western region of the Fort Worth/Dallas Metroplex; and WHEREAS, during the meeting of January 28, 2004, the elected officials and community leaders agreed with the proposed formation of the Tarrant Regional Transportation Coalition and agreed to move forward and develop agreements that could be executed with various counties, municipalities, and community stakeholders so that each party's agreement would be a member of the Coalition; and WHEREAS, the City of Grapevine, Texas ("City"), hereby approves the By-laws of the Coalition and the Coalition Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS: Section 1. That the recitals in the preamble above are hereby declared to be true and correct and are incorporated herein in their entirety. Section 2. That the By-laws of the Coalition and the Coalition Agreement attached hereto as Exhibits "A" and "B", respectively, are hereby approved and adopted by the City. Section 3. That should any provision of the Coalition or the Coalition Agreement be declared or found to be illegal, unenforceable, or void, then the City shall be relieved of all obligations arising under such provision, but only to the extent that such provision is illegal, unenforceable, or void, it being the intent and agreement of the City that the Coalition By-laws and Coalition Agreement shall be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent or if that is not possible, by substituting therefor another provision that is legal and enforceable and achieves the same objective. Section 4. That this Resolution shall be effective upon its passage. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE on this the 18th day of May, 2004. APPROVED: William D. Tate Mayor ATTEST: Lind Huff City Secretary APPROVED AS TO FORM: John F. Boyle, Jr. City Attorney RES. NO. 2004-20 2 EXHIBIT-/9 TO '.j- ' - 'd Page of --f PROPOSED BYLAWS OF THE TARRANT REGIONAL TRANSPORTATION COALITION -A NONPROFIT CORPORATION- TARRANT REGIONAL TRANSPORTATION COALITION Page 1 of 20 EXHIBIT.L. TO °74"1—'1 PIO . .... of iag712... MISSION STATEMENT & GOALS The Tarrant Regional Transportation Coalition(sometimes referred to in these bylaws as the "Corporation" or the "Coalition")will meet regularly to discuss mobility issues and air quality levels with the goal of producing solutions to identified problems. The Coalition's purpose is to enhance local economic growth and improve the quality of life for area citizens through the pursuit of the following four initiatives: ADVOCACY The Coalition will work to provide effective advocacy at the state and federal levels of government regarding the issues of surface transportation, bridges,rail and other mass transit options,and air quality on behalf of the citizens of Tarrant County and the surrounding area. The Coalition will strive to obtain as many transportation project dollars as possible from the federal and state government to alleviate traffic congestion problems and improve air quality. COMMUNICATIONS The Coalition will facilitate strong communications between local area governments,the private sector,and state and federal government agencies. The Coalition will work to keep elected officials,the private sector,the media, and citizens in the western region of the Metroplex informed about transportation and air quality issues. COLLABORATION AND PLANNING The Coalition will serve as a forum for regional collaboration and planning within the western region of the Metroplex and as an opportunity for area leaders to discuss the status of transportation projects and air quality initiatives. PARTNERSHIPS The Coalition will strive to build partnerships and public recognition and will aim to be inclusive in its approach. TARRANT REGIONAL TRANSPORTATION COALITION Page 2 of 20 EXHIBIT A— TO ° Page of ARTICLE I OFFICES PRINCIPAL OFFICE 1.1 The principal office of the Coalition(hereinafter referred to as the "Corporation") shall be located in Tarrant County, Texas. The Corporation may have such other offices within the State of Texas as the Board of Directors deems necessary or as the affairs of the Corporation may require from time to time. REGISTERED OFFICE AND REGISTERED AGENT 1.2 The Corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with the registered office, as required by the Texas Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office of the Corporation in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors. TARRANT REGIONAL TRANSPORTATION COALITION Page 3 of 20 EXHIBIT— C_. TO 16$--4',7101- 0 Page of A© ARTICLE 2 MEMBERSHIP& DUES GENERAL MEMBERSHIP 2.1 The Corporation shall have 7 general membership categories (referred to as the "Members")which shall consist of the: 1. cities located in the Fort Worth Texas Department of Transportation district(referred to as "TxDOT") 2. counties located in the Fort Worth TxDOT district, 3. other governmental and quasi-governmental entities located in the Fort Worth TxDOT district, 4. non-profit organizations located in the Fort Worth TxDOT district, 5. chambers of commerce located in the Fort Worth TxDOT district, 6. businesses located in the Fort Worth TxDOT district, and 7. ex officio members. Member entities must have a direct interest in surface transportation and air quality issues and shall adhere to the purposes and policies of the Corporation. A prospective member may be denied membership by a majority vote of the Board of Directors or a current member may be removed by the Board of Directors if the entity fails to meet any of the established categories for membership, or it fails to pay dues, or it fails to adhere to the coalition's mission statement, or if it does not have a direct interest in surface transportation and air quality issues. Member entities who apply to join the Corporation shall pay the required dues as outlined in these bylaws and as approved by the Board of Directors. VOTING AND NON-VOTING MEMBERSHIPS 2.2 There shall be voting and non-voting memberships. Voting members shall have a seat on the Board of Directors as outlined in Article 4. Non-Voting members shall have all rights and duties of a voting member, but shall not have any voting power, and shall not have a representative on the Board of Directors. Non-voting members include ex-officio officers. The voting Members shall be as follows: 1. Cities located in the Fort Worth TxDOT district, 2. Counties located in the Fort Worth TxDOT district, TARRANT REGIONAL TRANSPORTATION COALITION Page 4 of 20 EXMIBIt_.'. 10 %'-' Pam . - - of - 3. Chambers of Commerce located in the Fort Worth TxDOT district who elect to pay dues at the highest level prescribed by these bylaws,and 4. The executive director (or president) of the Fort Worth Transportation Authority. 2.3 Non-Voting Members shall be as follows: 1. Five Ex-Officio members: a. the Fort Worth TxDOT district engineer, b. the staff director for the Regional Transportation Council, c. the executive director (or president) of the North Texas Tollway Authority, d. the executive director(or president)of the MetroPort Cities, and e. the executive director (or president) of a unified league of neighborhood associations; 2. Chambers of Commerce located in the Fort Worth TxDOT district who elect to pay dues at the lower level prescribed by these bylaws 3. Business entities in the Fort Worth TxDOT district with an interest in transportation and air quality issues; and 4. Non-profit organizations in the Fort Worth TxDOT district with an interest in transportation and air quality issues. DUES; EFFECTIVE DATE OF MEMBERSHIP; TERMS OF MEMBERSHIP 2.4 Upon payment of the required dues as established by the Board of Directors, any applicant entity that fits the descriptions found in Articles 2.1, 2.2, or 2.3 shall become a member entity of the Corporation. Membership shall be renewed annually and shall not be for a period of more than one year. Dues shall be payable in advance of the first day of October in each fiscal year and shall be made and ensured by interlocal agreement where applicable. Dues of a new member shall be prorated from the first day of the month in which the new member elects to join the Corporation for the remainder of the fiscal year of the Corporation. The initial dues schedule shall be reflected in the Dues Schedule Addendum attached to these Bylaws. TARRANT REGIONAL TRANSPORTATION COALITION Page 5 of 20 EXHIBIT TO Page of . .--- APPOINTED REPRESENTATIVES 2.5 Each member entity shall appoint an individual to be its representative to act on behalf of the member entity. Each member entity shall cause to be given to the Chairman of the Board written correspondence that designates their appointed representative by name. This individual shall also represent the member entity on the Board of Directors of the Corporation if that entity is entitled to a position on the Board. If no representative is appointed by a member entity,the mayor of a city, the County Judge of the county, or the President or Chairman of any other member entity shall be the de-facto representative of that entity. TRANSFER OF MEMBERSHIP 2.6 Membership in the Corporation is not transferable or assignable. REMOVAL OF MEMBERSHIP STATUS 2.7 Any individual who was the appointed representative of a member entity shall automatically terminate their position with the Corporation at such time as association with that member entity terminates, or at the time the member withdraws from the Corporation, fails to pay its dues timely, or is removed as a member by the Board of Directors. TARRANT REGIONAL TRANSPORTATION COALITION Page 6 of 20 €XMI®IT.._. TO/4-4/°1442°, Pam .,..l of ...- ARTICLE 3 MEETINGS OF THE MEMBERSHIP & THE BOARD OF DIRECTORS MEETING DATES 3.1 Regular meetings of the general membership and the Board of Directors shall be called by the Chairman of the Board and shall be held at least quarter annually or at such other dates as designated by the Chairman (as defined in Article 6). Meetings of the Board of Directors and the general membership may be held concurrently. SPECIAL MEETING 3.2 Special meetings of the general membership or the Board may be called by the Chairman, or any ten Members of the Board of Directors, or not less than one-fifth (1/5) of the general members. PLACE OF MEETINGS 3.3 The Chairman of the Board (as defined in Article 6) may designate any place within Tarrant County, Texas, as the place of meeting for any meeting of the Members or the Board. If no designation is made,the place of meeting shall be the registered office of the Corporation. NOTICE OF MEETINGS 3.4 Written, printed or electronic notice stating the place, day, and hour of any meeting of the general membership or the Board of Directors shall be given, by personal delivery, mail, email, or any other method of transmission, to each Member, not less than five (5) days nor more than fifty(50)days before the date of the meeting, by or at the direction of the Chairman. In case of a special meeting or when required by statute or these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the member at his/her address as it appears on the records of the Corporation,with postage thereon prepaid. QUORUM 3.5 The Members holding forty percent (40%) of the membership shall constitute a quorum at a meeting of the general membership. TARRANT REGIONAL TRANSPORTATION COALITION Page 7 of 20 EXHIBIT—(1_ TO 10'' '5- Page of , .1° 3.6 Forty percent (40%) of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. 3.7 If a quorum is not present at any meeting of the general membership or the Board, a majority of those present may adjourn the meeting from time to time without further notice. TARRANT REGIONAL TRANSPORTATION COALITION Page 8 of 20 EXHIBIT-1Z— Tp iir v106'fea?o Page 9 of - ARTICLE 4 BOARD OF DIRECTORS NUMBER, COMPOSITION, VOTES 4.1 The Board of Directors shall consist of an appointed representative from each voting member entity as described in Article 2.2 that has paid dues. Each Board Member shall be the same representative appointed by the member entity to represent it for member purposes under Article 2.5. Upon the payment of the annual membership dues, the entity shall be entitled to one vote on all matters delegated to the Board. 4.2 If no representative is appointed by a member entity entitled to a position as a voting board member, the mayor of a city, the County Judge of the county, and the President or Chairman of any other entity member, shall be the representative of that entity and shall serve as the Board member. GENERAL POWERS 4.3 The affairs, policy making resolutions, and legislative positions of the Corporation shall be managed and approved by the Board of Directors. An annual budget for the Corporation shall be approved and adopted by the Board. The Board shall also be responsible for approving the dues structure of the Corporation and the number of persons to serve on the Executive Committee as outlined in Article 5. Any changes to the Articles or Incorporation or these Bylaws must also be approved by the Board. TERM OF MEMBERSHIP ON THE BOARD 4.4 Unless the member fails to pay dues or meet the membership qualifications provided for in Article 2, each Director shall hold the position on the board for a period of two years, with terms initiating on July lst unless otherwise approved by the Board. Directors may serve for an unlimited number of terms. VACANCIES 4.5 A vacancy occurring in the Board of Directors shall be filled by appointment by the Member entity under the manner prescribed in Article 2.5. A Director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office. TARRANT REGIONAL TRANSPORTATION COALITION Page 9 of 20 EXHIBIT TO 401,00 tiao Page _.L. of .Ro QUORUM/MANNER OF ACTING 4.6 The act of forty percent(40%) of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or these Bylaws and except as provided for in Article 5.5. COMPENSATION 4.7 Directors as such shall not receive any stated salaries for their services. INFORMAL ACTION BY DIRECTORS 4.8 Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing setting forth the action taken shall be signed by all of the Directors. BUSINESS DEALINGS WITH DIRECTORS 4.9 Inasmuch as the nature of this Corporation is such that it may, from time to time, have business dealings with firms in which one or more of the Directors may have an interest, the following policies and procedures in regard thereto are made a part of these Bylaws: a) The fact of the interest on the part of the Director shall be made known to the Board; b) The Director shall disqualify himself from voting on any business dealings in which he/she has any possible adverse or gainful interest; and c) An affirmative vote of at least 80% of the Directors voting, a quorum being present, shall be required for the approval of these business dealings. TARRANT REGIONAL TRANSPORTATION COALITION Page 10 of 20 EXHIBIT.-12— TO 4..diegeb,41--de Page __IL._ of _ 4o ARTICLE 5 EXECUTIVE COMMITTEE NUMBER, COMPOSITION, VOTES 5.1 The Executive Committee shall be composed of nine (9) persons as outlined in Article 5.2. The Executive Committee may be expanded or reduced in its number of members as determined by a vote of the Board of Directors. Each member of the Executive Committee is entitled to one vote on matters delegated to the Executive Committee. 5.2 The Members of the Executive Committee shall be chosen from Members of the Board of Directors, and shall be composed of representatives from each of the following members: Seat 1 One member from the Northwest Region Seat 2 One member from the Southeast Region Seat 3 One member from the Southeast Mid-Cities Region Seat 4 One member from the Southwest Mid-Cities Region Seat 5 One member from the North Mid-Cities Region Seat 6 One member from the City of Fort Worth Seat 7 One member from the City of Arlington Seat 8 One member from Tarrant County, Texas Seat 9 One member from the Region of Counties and Cities outside Tarrant County DEFINITION OF REGIONS 5.3 Seat I shall be from the "Northwest" Region and shall consist of a member elected from the Cities of Benbrook, Burleson, Crowley, Edgecliff Village, Azle, Blue Mound, Lakeside, Lake Worth, Newark, Pelican Bay, River Oaks, Saginaw, Sansom Park, Westover Hills, Westworth Village, and White Settlement. Seat 2 shall be from the "Southeast" Region and shall consist of a member elected from the Cities of Dalworthington Gardens, Everman, Forest Hill, Grand Prairie, Kennedale, Mansfield, and Pantego. Seat 3 shall be the "Southeast Mid-Cities" Region and shall consist of a member elected from the Cities of Bedford, Euless, and Hurst. Seat 4 shall be the "Southwest Mid-Cities"Region and shall consist of a member elected from the Cities of Haltom City,North Richland Hills, Richland Hills, and Watauga. TARRANT REGIONAL TRANSPORTATION COALITION Page II of 20 EXHIBIT-IL TOb/A'f-do Page , of — Seat 5 shall be the "North Mid-Cities" Region and shall consist of a member elected from the Cities of Colleyville, Grapevine, Haslet, Keller, Southlake, Trophy Club, Westlake, and Flower Mound. Seat 9 shall be a member elected from the Region of Counties and Cities outside Tarrant County ELECTION PROCESS FOR EXECUTIVE COMMITTEE REGIONAL POSITION 5.4 The individuals to serve as the six Regional Members on the Executive Committee shall be elected in caucus or by other means as determined by the members of the Board of Directors who are from each of the respective Regions for Seats 1,2,3, 4, 5 and 9. QUORUM-EXECUTIVE COMMITTEE 5.5 In addition, at any time a quorum may fail to be present at any regular or special meeting of the Board of Directors, valid action may be taken by the Executive Committee if at least six (6)members of the Executive Committee are present. POWERS AND DUTIES -EXECUTIVE COMMITTEE 5.6 The Executive Committee shall have all of the authority of the Board of Directors in the management of the Corporation. All actions of the Executive Committee shall be reported to the Board at its next succeeding meeting. 5.6 The Executive Committee shall be responsible for electing officers of the Corporation including the Chairman of Board and other officers as outlined in Article 6. 5.7 The Executive Committee may make policy recommendations to the Board of Directors, and perform such other duties as specified by the Board of Directors or these bylaws. In the event of any conflict between actions or resolutions of the Board of Directors and the Executive Committee, the actions and/or resolutions of the Board of Directors shall prevail. Any member of the Executive Committee may require an item to be placed on the agenda for a meeting of the Board or the General Membership. 5.8 The Executive Committee shall employ an Executive Director (as outlined in Article 8) and any other staff deemed necessary including consultants. The Committee shall recommend the salary and other considerations of employment to be approved by the Board. The Executive Committee shall, when deemed necessary, be responsible for the termination of employment arrangements with any hired staff for the Corporation. TARRANT REGIONAL TRANSPORTATION COALITION Page 12 of 20 EXHIBIT TO -�?O Page , /t of ao TERMS OF OFFICE—EXECUTIVE COMMITTEE 5.9 The terms of the Members of the Executive Committee shall be for a term of two (2) years commencing on July 15t every odd-numbered year. The initial Members of the Executive Committee elected in 2004 shall serve a partial year up to June 30th, 2004, and for a term commencing July 1, 2004 and ending June 30`",2005. 5.10 Regular meetings of the Committee shall be held at such time and place as the Chairman may determine, and a majority of the Members of the Committee shall constitute a quorum for the transaction of business. The Executive Committee shall keep minutes of its meetings. Meetings of the Executive Committee shall may be held by electronic, telephonic, or telefax methods, and by unanimous written, telefax, or electronic consent. All other provisions relating to meetings, including notice of meetings, shall be governed by these Bylaws relating to the Board of Directors as outlined in Article 3. MISCELLANEOUS 5.11 The designation of such Executive Committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any Member thereof, of any responsibility imposed upon it or him by law. TARRANT REGIONAL TRANSPORTATION COALITION Page 13 of 20 EXH191T-1E_ TO / V-.b Page ..1.f of �o ARTICLE 6 OFFICERS OFFICERS 6.1 The Executive Committee shall, from its own membership, elect officers of the Corporation. The Corporation shall have, at a minimum, officers for the position of Chairman, Vice-Chairman/Chairman-Elect, a Secretary, a Treasurer, and an immediate past Chairman. The executive committee may elect such other officers as deemed necessary by the Committee. No two offices may be held by the same person. CHAIRMAN OF THE BOARD; DUTIES 6.2 The Chairman of the Board shall be elected from amongst the members of the Executive Committee (as outlined in Article 5.2) and shall be elected by the members of the Executive Committee prior to October 31St of odd numbered years. The Chairman shall determine and designate a regular meeting date and a location for the all meetings of the Corporation and of all meetings of the Board of Directors and shall preside at all meetings. He/she shall be the Chief Executive Officer of the Corporation. When authorized by the Board of Directors, he/she may sign and execute in the name of the Corporation all authorized deeds, mortgages, bonds, contracts, letters of agreement, and all other instruments, except in cases where the signing and execution thereof shall have been delegated by Board action to some other officer or agent of the Corporation, or to the Executive Director. In general, the Chairman of the Board shall perform all duties incident to the Office of Chairman of the Board of a private corporation. CHAIRMAN-ELECT 6.3 In the absence or disability of the Chairman of the Board, the Vice-Chairman shall perform all the duties of the Chairman of the Board. The Vice-Chairman shall succeed the Chairman following the expiration of the term of office as Chairman of the Board if confirmed by election by the Board of Directors, or upon the resignation of the Chairman of the Board after which the Vice-Chairman shall serve as Chairman during said unexpired term. The Vice-Chairman shall perform such other duties as from time to time may be assigned to him/her by the Board of Directors. TARRANT REGIONAL TRANSPORTATION COALITION Page 14 of 20 EXHIBIT TO /0-14011e54°1° Page .. _ of .10 SECRETARY 6.4 The Secretary shall keep or supervise the keeping of the Minutes of the meetings of the Members and the Board of Directors, in books provided for that purpose; he/she shall see that all notices are duly given in accordance with the provisions of these Bylaws, or as required by law; he/she shall be custodian of the records of the Corporation; and in general he/she shall perform all duties incident to the office of a Secretary of a private corporation, and such other duties as from time to time may be assigned to him by the Board of Directors. TREASURER 6.5 The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit, or cause to be deposited in the name of the Corporation, all monies or other valuable effects in such banks, trust companies, or other depositories as shall from time to time be selected by the Board of Directors; whenever requested, he/she shall file an account of the financial condition of the Corporation; and in general shall perform all of the duties incident to the office of a Treasurer of a private corporation, and such other duties as may be assigned him by the Board of Directors. ASSISTANT OFFICERS 6.6 The Board may elect one or more Assistant Secretaries and one or more Assistant Treasurers who may or may not be Members of the Board of Directors. Each Assistant Secretary, if any, and each Assistant Treasurer, if any, shall hold office for the period and shall have the authority and shall perform the duties as the Board of Directors may prescribe. TERMS OF OFFICE-EXECUTIVE COMMITTEE 6.7 The term of office of all officers of the Corporation shall be for two years, or until their successors have been duly qualified and elected. Officers are eligible for re-election to their posts. TARRANT REGIONAL TRANSPORTATION COALITION Page 15 of 20 EXHIBIT_, TO .4 l. Page __Z(e___ of 20 ARTICLE 7 COMMITTEES COMMITTEES 7.1 The Board of Directors or Executive Committee, by resolution, may designate and appoint one or more committees, ad hoc or standing, for such purposes as the Board may determine,each of which shall consist of two or more Board Members. The designation and appointment of any committee and the delegation thereto of authority shall not operate to relieve the Board of Directors,or any individual Director,of any responsibility imposed on it or him by law. TARRANT REGIONAL TRANSPORTATION COALITION Page 16 of 20 EXHIBIT-4—cl— TO . 4,1eiv -do PIMP / of oZe' ARTICLE 8 EXECUTIVE DIRECTOR 8.1 The Executive Committee, as provided for in Section 5.1, shall employ an Executive Director of the Corporation and shall recommend his/her compensation to the Board for approval. DUTIES AND RESPONSIBILITIES 8. 2 An Executive Director shall be a paid chief staff officer who shall be responsible to the Chairman of the Board, the Board of Directors, and the Executive Committee. The Executive Director shall be the chief administrative and operating officer of the Corporation and have as his/her primary responsibility the general management and coordination of all organization activities as outlined in the Mission Statement and shall set the agenda for the meetings of the general membership or a meeting of the Board of Directors. The Executive Director shall direct all planning aimed at deciding methods to be used in carrying out the objectives of the Corporation and implementing Corporation policy. 8.3 The Executive Director shall be an ex-officio Member (without vote) of the Board of Directors. 8.4 The Executive Director shall serve at the pleasure of the Executive Committee. AUTHORITY 8.5 The Executive Director shall have the authority to act for the entire Board of Directors and the Executive Committee in emergencies and on interim-meeting matters, provided that the authority to take this emergency or interim action is either expressly approved by the Board of Directors in advance thereof, or is ratified by the Board subsequent thereto. TARRANT REGIONAL TRANSPORTATION COALITION Page 17 of 20 XMiilfi� To - ao Pavia at ARTICLE 9 MISCELLANEOUS 9.1 The Corporation shall keep correct and complete books and record of account and shall also keep minutes of the proceedings of its Members, Board of Directors, Executive Committee, and committees, and shall keep at the registered or principal office a record giving the names and addresses of the Members entitled to vote. All books and records of the Corporation may be inspected by any Member or his/her agent or attorney for any proper purpose at any reasonable time. FISCAL YEAR 9.2 The fiscal year of the Coalition will begin on October 1 of each year and end on September 30 the following year. DUES 9.3 The Board of Directors shall determine from time to time the amount of the annual membership dues payable to the Corporation by each member entity. The initial dues schedule shall be that reflected in the Dues Schedule Addendum attached to these Bylaws. PAYMENT OF DUES 9.4 Upon payment of the required dues as established by the Board of Directors, any applicant entity that fits the descriptions found in Article 2.2 or 2.3 shall become a member of the Corporation. The membership shall be renewed annually. Dues shall be payable in advance of the first day of October in each fiscal year and shall be made and ensured by interlocal agreement where applicable. Dues of a new member shall be prorated from the first day of the month in which the new member elects to join the Corporation for the remainder of the fiscal year of the Corporation. DEFAULT AND TERMINATION OF MEMBERSHIP 9.5 When any Member becomes in default in the payment of dues for a period of three months from the beginning of the fiscal year or period for which these dues become payable, its membership may be terminated by the Board of Directors . TARRANT REGIONAL TRANSPORTATION COALITION Page 18 of 20 EXMI8IT TO av Page of ..+ SEAL 9.6 No corporate seal shall be required. WAIVER OF NOTICE 9.7 Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the Articles of Incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of the notice. AMENDMENTS TO BYLAWS 9.8 These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a quorum majority of the voting members of the Board of Directors present at any regular meeting or at any special meeting, if at least thirty (30)days' written notice is given of an intention to alter, amend, or repeal these Bylaws or to adopt new Bylaws at the meeting. TARRANT REGIONAL TRANSPORTATION COALITION Page 19 of 20 EXHIBIT 8.. TO ! y-ao Page 010 of , as DUES SCHEDULE ADDENDUM Voting Membership Categories: Tarrant County $15,000 Other Counties $5,000 Cities $0.10 times current population not to exceed$40,000 Chambers of Commerce $1,500 Fort Worth Transportation Authority $10,000 Non-Voting Membership Categories: Business entities -executive membership $10,000 Business entities- sustaining membership $5,000 Business entities- general membership $2,500 Chambers of Commerce and transportation-related non-profit organizations $500 Ex Officio members $0 Unified leagues of neighborhood associations $0 TARRANT REGIONAL TRANSPORTATION COALITION Page 20 of 20 EXMIBITA TO40a90f--A Page .L._... of —le. ,.. TARRANT REGIONAL TRANSPORTATION COALITION AGREEMENT This Tarrant Regional Transportation Coalition Agreement("Agreement") is made and entered into as of the date specified herein by and among ("Participant"). WHEREAS, on January 28, 2004 elected officials and community leaders in Tarrant County met to discuss the formation of the Tarrant Regional Transportation Coalition("Coalition"); and WHEREAS, it was proposed that the Coalition be formed to develop strategies to improve mobility and air quality in the western region of the Fort Worth / Dallas Metroplex; and WHEREAS, it was also proposed that once these strategies were developed, the Coalition would work to advance its position; WHEREAS, during the meeting of January 28, 2004, the elected officials and community leaders agreed with the proposed formation of the Tarrant Regional Transportation Coalition and agreed to move forward and develop agreements that could be executed with various counties, municipalities and community stakeholders so that each party to the agreement would be a member of the Coalition; and NOW,THEREFORE,the Participants in consideration of the premises and other good and valuable consideration hereby contract and agree as follows: SECTION I PARTICIPANTS,NAME PURPOSE, STATUS Section 1.1 Participants. The Participants are the counties, municipalities, political subdivisions and other community stakeholders as may subsequently become additional parties hereto with the Coalition herein created. Section 1.2 Name,Purpose. a) The Participants hereby create the Tarrant Regional Transportation Coalition b) The purpose of the Coalition is to enhance local economic growth and improve the quality of life for area citizens through the pursuit of the following four initiatives: ADVOCACY The Coalition will work to provide effective advocacy at the state and federal levels of government regarding the issues of surface transportation, 1 EXHIBIT TO 0(-1`7 Page ..al_ of bridges,rail and other mass transit options, and air quality on behalf of the citizens of Tarrant County and the surrounding area. The Coalition will strive to obtain as many transportation project dollars as possible from the federal and state government to alleviate traffic congestion problems and improve air quality. COMMUNICATIONS The Coalition will facilitate strong communications between local area governments,the private sector,and state and federal government agencies. The Coalition will work to keep elected officials, the private sector, the media, and citizens in the western region of the Metroplex informed about transportation and air quality issues. COLLABORATION AND PLANNING The Coalition will serve as a forum for regional collaboration and planning within the western region of the Metroplex and as an opportunity for area leaders to discuss the status of transportation projects and air quality initiatives. PARTNERSHIPS The Coalition will strive to build partnerships and public recognition and will aim to be inclusive in its approach. Section 1.2 Status of the Coalition. a) The Coalition shall be organized as a non-profit association of participating public entities and political subdivisions solely for public purposes and no part of its net income shall accrue to or be paid for the benefit of any private party except in the ordinary course of business and for services rendered or for goods, supplies or property supplied or furnished to the Coalition for the benefit of the Participants. b) No Participant by its execution hereof is assuming or agreeing to pay any monetary or other obligation other than the agreement to make the contributions provided in Section 3.1(a)hereof. SECTION II BYLAWS Section 2.1 Bylaws and Powers. The Coalition shall be governed by the Bylaws for the Tarrant Regional Transportation Coalition upon adoption. 2 EXHISIT—L TO 4442v1-0/0 Pam of SECTION III FUNDING BY PARTICIPANTS, TERM, WITHDRAWAL Section 3.1. Funding. a) Each Participant shall pay annual dues in accordance with the Dues Schedule included in the bylaws. b) The amount payable for the first year of this Agreement shall be due and payable on the 30th day after final execution of this Agreement by the Participant. c) In all subsequent years, dues shall be payable in advance of the first day of January in each fiscal year. d) Dues of a new member shall be prorated from the first day of the month in which the new member elects to join the Corporation for the remainder of the fiscal year of the Corporation. e) The fiscal year of the Coalition will begin on October 1 of each year and end on September 30 the following year. Section 3.2. Term, Withdrawals. a) This Agreement shall be effective on and as of the date of final execution by the initial Participant named here and shall continue from year to year as to all Participants that have not withdrawn in accordance with subsection (b) below. b) Any Participants shall be automatically withdrawn in the event funds are not paid when due under Section 3.1. This Agreement shall continue as to all Participants that have not withdrawn. SECTION IV MISCELLANEOUS Section 4.1. Entirety of Agreement. The terms and provisions of this Agreement constitute the entire agreement of the undersigned parties and by the lawfully authorized representative. Section 4.2. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas and venue shall be in Tarrant County Texas. Section 4.3. Severability. If any provision of this Agreement is declared or found to be illegal, unenforceable or void, then all Participants shall be relieved of all obligations arising under such provision, but only to the extent that such provision is illegal, unenforceable or void, it being the intent and agreement of the Parties that this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent or if that is not possible, by substituting thereof another provision that is legal and enforceable and achieves the same objective. 3 EXHIBIT—IL TOfi.-449°C4e2iP= Page of Section 4.4. Execution in Counterparts. This Agreement may be executed in counterparts by the execution of a separate signature page by each Participant indicating the date of actual execution by each Participant and after full execution hereof in such manner, the same shall be deemed to be one and the same document. Section 4.5 Any proposed changes in bylaws shall be proposed at least one meeting prior to voting on the proposed changes. Passages of changes to the bylaws shall require a positive vote from two-thirds of the voting members. EXECUTED by the below named participant by its undersigned officers on the day of ,200_ 4 EXHIBIT.AL.. TO iaill=ao Page of ,le__ EXECUTED by the below names Participant by its undersigned officers on the day of , 200_. PARTICIPANT By: ATTEST: By: City Secretary • 5 • EXHIBIT TO Page of DUES SCHEDULE ADDENDUM Tarrant County $15,000 Other Counties $5,000 Cities $0.10 times current population not to exceed$40,000 Chambers of Commerce $1,500 Fort Worth Transportation Authority $10,000 Non-Voting Membership Categories: Business entities - lifetime members $10,000 Business entities -sustaining members $5,000 Business entities - associate level $2,500 Chambers of Commerce and transportation-related non-profit organization $500 Ex Officio members $0 Unified leagues of neighborhood associations $0 6