HomeMy WebLinkAboutRES 2001-015 RESOLUTION NO. 2001-15
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS, APPROVING THE ARTICLES OF
INCORPORATION AND BYLAWS OF TWCA USA, INC., A
POLITICAL SUBDIVISION CORPORATION; ACCEPTING
MEMBERSHIP IN SAID CORPORATION; APPOINTING A
REPRESENTATIVE TO SERVE ON BEHALF OF THE CITY
OF GRAPEVINE, TEXAS AND ESTABLISHING AN
EFFECTIVE DATE
WHEREAS, Chapter 303 of the Texas Local Government Code, entitled Energy
Aggregation Measures for Local Governments, allows political subdivisions to form a
political subdivision corporation to act as an agent to negotiate the purchase of
electricity, or to likewise aid or act on behalf of the political subdivisions for which the
corporation is created, with respect to their own electricity use for their respective public
facilities; and
WHEREAS, TWCA USA, Inc. is a political subdivision corporation organized
under said Chapter; and
WHEREAS, the negotiation for electricity by the corporation should result in
lower electricity costs to the City of Grapevine; and
WHEREAS, City Of Grapevine is a member of the Texas Water Conservation
Association (TWCA); and
WHEREAS, membership in the TWCA is a prerequisite to becoming a member
of TWCA USA, Inc.; and
WHEREAS, the City Of Grapevine seeks to become a Member of TWCA USA,
Inc.
NOW THEREFORE, BE IT RESOLVED BY CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS THAT:
Section 1. The recitals contained in the preamble of this resolution are
determined to be true and correct and are hereby adopted as a part of this resolution.
Section 2. The Articles of Incorporation and Bylaws of TWCA USA, Inc., a
political subdivision corporation, attached hereto and incorporated herein for all
purposes as Exhibits "A" and "B" respectively, are hereby approved.
Section 3. The City of Grapevine accepts Membership in TWCA USA, Inc.
Section 4. City Council hereby appoints the City Manager, or his designee, to
serve as the City of Grapevine's representative to the corporation and to act on the
City's behalf.
Section 5. All resolutions and parts thereof in conflict herewith are hereby
expressly repealed insofar as they conflict herewith.
Section 6. This resolution shall take effect immediately from and after its
passage and approval by the City Council.
PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS on this the 20th day of March, 2001.
APPROVED:
William D. Tate
Mayor
ATTEST:
IVAlk 'et- AYL✓i//
i da Huff 4fii
City Secretary
APPROVED AS TO FORM:
John F. Boyle, Jr. r'
City Attorney
RES. NO. 2001-15 2
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ARTICLES OF INCORPORATION
OF
TWCA USA, INC.
ARTICLE ONE
The corporation will conduct business under the name TWCA USA, INC.
ARTICLE TWO
The period of its duration is perpetual.
ARTICLE THREE
The corporation is a non profit political subdivision corporation under Chapter 303, Texas Local
Government Code, entitled "Energy Aggregation Measures for Local Governments," as
amended.
ARTICLE FOUR
•
The corporation has been organized for any and all lawful business for which corporations may
be organized under the Texas Non Profit Corporations Act, for the purposes of purchasing
electricity, aiding or acting on behalf of its members with respect to their own electricity use for
their respective public facilities, negotiating on behalf of its members for the purchase of
electricity, making contracts for the purchase of electricity, and taking any other actions
necessary to purchase electricity for use in the public facilities of the political subdivision or
subdivisions represented by the corporation, for the purposes of acting as a local cooperative
organization to purchase goods and services for its members, and for all other purposes as may
be permitted by law for political subdivision corporations.
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ARTICLE FIVE
The street address for the corporation's initial registered office is 221 East 9th Street, Suite 206,
Austin, Texas 78701, and the registered agent for the corporation at this address is
Leroy Goodson.
ARTICLE SIX
The corporation shall have members. Membership shall be determined under the terms and
conditions provided in the corporation's bylaws.
ARTICLE SEVEN
The direction and management of the affairs of the corporation and the control and disposition of
its properties and funds shall be vested in a Board of Directors composed of such number of
persons,but not less than three, as may be fixed by the bylaws. Until changed by the bylaws, the
original number of directors shall be three (3). The names and addresses of the persons who are
to serve as Directors of the corporation until their successors are duly elected and qualified are:
1. Jim Oliver
Tarrant Regional Water District
800 East Northside Drive
Fort Worth, Texas 76164-0508
2. David Stephens
North Texas Municipal Water District
505 East Brown Street
P.O. Box 2408
Wylie, Texas 75098
3. Chris Wingert
Colorado River Munipal Water District
P.O. Box 646
Big Spring, Texas 79721-0869
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The bylaws of the corporation shall be adopted by the Board of Directors and shall be approved
by the governing body of each political subdivision for which the corporation is created.
ARTICLE NINE
The names and addresses of the incorporators are:
1. Jim Oliver
Tarrant Regional Water District
800 East Northside Drive
Fort Worth, Texas 76164-0508
2. David Stephens
North Texas Municipal Water District
505 East Brown Street
P.O. Box 2408
Wylie, Texas 75098
3. Chris Wingert
Colorado River Municipal Water District
P.O. Box 646
Big Spring, Texas 79721-0869
The undersigned incorporators sign these Articles of Incorporation subject to the penalty
imposed by Article 9.03A,Texas Non-Profit Corporation Act.
JIM OLIVER
DAVID STEPHENS
CHRIS WINGERT
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THE STATE OF TEXAS § Page q. of
COUNTY OF §
BEFORE ME, a notary public,on this day personally appeared Jim Oliver known to me to be
the person whose name is subscribed to the foregoing document and, being by me first duly sworn,
declared that the statements therein contained are true and correct.
Given under my hand and seal of office this day of 2001.
Notary Public, State of Texas
My Commission Expires:
THE STATE OF TEXAS §
COUNTY OF §
BEFORE ME, a notary public, on this day personally appeared David Stephens known to
me to be the person whose name is subscribed to the foregoing document and, being by me first
duly sworn, declared that the statements therein contained are true and correct.
Given under my hand and seal of office this day of 2001.
Notary Public, State of Texas
My Commission Expires:
THE STATE OF TEXAS §
COUNTY OF §
BEFORE ME, a notary public, on this day personally appeared Chris Wingert known to me
to be the person whose name is subscribed to the foregoing document and, being by me first duly
sworn,declared that the statements therein contained are true and correct.
Given under my hand and seal of office this day of 2001.
Notary Public, State of Texas
My Commission Expires:
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BYLAWS EXHIBIT TO
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TWCA USA, INC.
ARTICLE I. Name and Purpose
1.1 Name. This corporation shall be known as TWCA USA, Inc.
1.2 Purpose. The corporation has been organized for any and all lawful business for which
corporations may be organized under the Texas Non Profit Corporations Act, for the
purposes of purchasing electricity, aiding or acting on behalf of its Members with respect
to their own electricity use for their respective public facilities, negotiating on behalf of
its Members for the purchase of electricity, making contracts for the purchase of
electricity, and taking any other actions necessary to purchase electricity for use in the
public facilities of the political subdivision or subdivisions represented by the
corporation, for the purposes of acting as a local cooperative organization to purchase
goods and services for its members, and for all other purposes as may be permitted by
law for political subdivision corporations.
ARTICLE II. Board of Directors
2.1 Composition. There shall be a Chair and a Vice Chair on the board and such other
directors as required for the performance of duties.
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2.2 Powers. The affairs of the Corporation shall be managed by the Board of Directors,
which may exercise all such powers of the corporation and do all such lawful acts and
things as are not prohibited by statute, by the Articles of Incorporation of the
Corporation, or by these Bylaws. By illustration and without limitation, included among
the powers of the Board of Directors is the power to negotiate the purchase of electricity,
aid or act on behalf of the political subdivisions for which the corporation is created,
make contracts for the purchase of electricity, purchase electricity, and take any other
action necessary to purchase electricity for use in the public facilities of the political
subdivision or subdivision or subdivisions represented by the Corporation; provided,
however, no Member shall be obligated under any such contract unless the Member
approves such contract.
2.3 Number. Tenure and Qualification. (a) Directors shall be elected to the Board at annual
meetings of the Members from a slate presented by the Board and from nominations by
Members. Nominations for membership on the Board made by Members shall not be
considered at any meeting of the Members unless such nomination has been presented in
writing, signed by the Member or Members proposing the same, and filed with the
Secretary of the Corporation at least sixty (60) days prior to the date of the meeting at
which said nominations are to be considered. From the nominations so made and no
others, and from the slate presented by the Board, Directors shall be elected, and the
person or persons receiving the highest number of votes shall be declared elected. If the
election of Directors shall not be held on the day designated herein for any annual
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meeting of the Members, or at any adjournment thereof, the Board shall cause the
election to be held at a special meeting of the Members, which shall be convened as soon
thereafter as is possible.
(b) The Board shall initially consist of a representative from Tarrant Regional Water
District, North Texas Municipal Water District, and Colorado River Municipal Water
District, and will be expanded to nine (9). At the first annual meeting of the Corporation,
the Members shall elect nine (9) Directors from the participating Corporation
Membership, which Directors will serve from their election until their successors are duly
elected and shall qualify. The number of Directors may be increased or decreased by
resolution of the Board,but no decrease shall have the effect of shortening the term of an
incumbent Director.
(c) Each Director shall occupy a designated place. Places 1 through 3 shall serve from
their election until their successors are duly elected at the annual meeting of the Members
in 2002. Places 4 through 6 shall serve from their election until their successors are duly
elected at the annual meeting of the Members in 2003. Places 7 through 9 shall serve
from their election until their successors are duly elected at the annual meeting of the
Members in 2004. Each successor Director shall serve until his or her successor is duly
elected at the annual meeting of the Members occurring in the third year following the
Director's election, and shall qualify.
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(d) Except for the initial Board, each Director of the Board must be an official or full-
time salaried employee of a Member. Any Director who is an official or full-time
salaried employee of an entity that ceases to be a Member participant of the Corporation,
and any Director who ceases to be an official or full-time salaried employee of a
Member, shall be automatically disqualified to serve as a Director, and the position shall
become vacant, such vacancy to be filled in the manner provided in Section 2.5 of this
Article II.
2.4 Removal. Directors may be removed from office, with or without cause, by an
affirmative vote of the majority of the Members then entitled to vote at an election of the
Directors at an annual meeting of the Members or a meeting called expressly for that
purpose; provided, no action to remove any Director shall be sufficient unless written
notice that such action is to be considered shall have been given to all Members by the
Chairman or Secretary at least sixty(60) days before the meeting.
2.5 Vacancies. Any Director may resign at any time by giving written notice to the Secretary
of the Corporation. Such resignation shall take effect at the time specified therein; and,
unless otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective. Any vacancy occurring in the Board may be filled by the
affirmative vote of a majority of the remaining Directors though less than a quorum. A
Director elected to fill a vacancy shall be elected for the unexpired term of his or her
predecessor in office. Any place on the Board to be filled by reason of an increase in the
number of Directors shall be filled by the affirmative vote of a majority of the Directors
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then in office. A Director chosen to fill a position resulting from an increase in the
number of Directors shall hold office until the next annual meeting of Members, at which
time a successor shall be elected to serve until the expiration date set for his or her
designated place.
2.6 Regular Meetings. A regular meeting of the Board shall be held annually in conjunction
with the annual meeting of Members, for the purpose of organization, election of officers,
and consideration of any other business that properly may come before the Board. The
Board may provide,by resolution, the time and place for the holding of additional regular
meetings.
2.7 Special Meetings. Special meetings of the Board may be called by the Chairman of the
Board or at the written request of any two Directors. The person or persons authorized to
call special meetings of the Board may fix the place for holding any special meeting of
the Board so called. If no place is fixed, the place of meeting shall be the principal office
of the Corporation in Texas.
2.8 Voting: Quorums. A majority of the number of Directors fixed by Section 2.3 shall
constitute a quorum for the transaction of business. The act of the majority of the
Directors present at a meeting at which a quorum is present shall be the act of the Board,
provided, however, the Board may, by resolution, delegate any of its powers in whole or
in part, temporarily or permanently, to any Director or committee of Directors then
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acting; any such delegation shall be by written instrument filed in the records of the
Corporation.
2.9 Notice of Meetings. Notice for board meetings shall be provided to all Directors and
Members either by mail not less than forty eight (48) hours before the date of the
meeting, by telephone, telegram, or telecopy on twenty-four (24) hours notice or on such
shorter notice as the person or persons calling such meeting may deem necessary or
appropriate in the circumstances.
2.10 Informal Action by Directors. Any action required to be taken at a meeting of the
Directors, or any other action which may be taken at a meeting of the Directors, may be
taken without a meeting if a consent or consensus in writing, setting forth the action so
taken, shall be signed by all of the Members with respect to the subject matter thereof.
Such consent or consents shall have the same force and effect as a unanimous vote of the
Directors.
2.11 Compensation. Duly elected or appointed Directors shall serve without compensation,
but shall be reimbursed for costs of travel, meals, lodging and incidental expenses while
on official business for the Corporation.
2.12 Reliance on Professionals and Experts. Directors are authorized to rely on information,
opinions, reports and statements, including financial statements and other financial data,
prepared or presented by others to the fullest extent permitted by applicable law.
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2.13 Executive Committee. The Chairman of the Board may appoint an Executive Committee
of the Board to handle the affairs of the Board when regular or special Board meetings
are not in session, with such functions as may be designated to the Executive Committee
by the Board through a resolution properly adopted. The Executive Committee may
consist of the Chairman, Vice-Chairman, and one or two other Directors as designated by
the Chairman.
2.14 Other Committees. The Chairman is authorized to form any committees as needed in
order to assist the Board with its information gathering and deliberations.
2.15 Specific Powers and Duties. The Board, in addition to other powers and duties herein
conferred, imposed, and authorized by law, shall have the following powers and duties:
(a) It shall carry out all of the duties necessary for the proper operation and
administration of the Corporation on behalf of the Members and to that end shall have all
of the powers necessary and desirable for the effective administration of the affairs of the
Corporation.
(b) It shall be authorized to contract with any qualified individual, firm or organization to
perform any of the functions necessary for the effective administration or operation of the
Corporation, or to provide for the fiscal protection of the Corporation or in keeping with
its fiduciary responsibilities as Directors.
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(c) It shall require an Agreement to be signed by each Member who joins the
Corporation, which shall be countersigned by a designated individual on behalf of the
Corporation.
(d) It may hire attorneys, accountants, consultants, or such other professional persons
that it may deem necessary aid to or for the Corporation. Those persons shall be paid as
provided in the contract for hire as executed by the Chairman of the Board.
(e) It shall have the general power to make and enter into all contracts, leases and
agreements necessary or convenient to carry out any of the powers granted under these
bylaws or by any other law.
(f) It shall provide for an annual audit of the books of the Corporation to be supplied to
the Membership within 120 days following the close of each Corporation Year, or as
soon thereafter as practicable.
(g) It shall have the authority to terminate membership of any Member that fails to abide
by the reasonable requirements of the Board concerning payment of annual dues or
aggregation fees as provided in Article V, cooperation with any of the agents hired to
provide administrative services on behalf of the Board, or any other action that may be
detrimental to the Corporation.
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(h) It may collect interest on all past due accounts not to exceed the amounts allowed
under applicable law.
ARTICLE III. Officers
3.1 Generally. The Board shall elect from among their number a Chairman of the Board and
a Vice-Chairman of the Board. The Board shall designate a Secretary, who may or may
not be a Director, to keep the minutes and the records of the Board. The Board may
appoint such other officers, assistant officers, committees and agents, including a
treasurer, assistant vice presidents, assistant secretaries and assistant treasurers, as they
may consider necessary, who shall be chosen in such manner and hold their offices for
such terms and have such authority and duties as may from time to time be determined by
the Board. No person may simultaneously hold two offices. In all cases where the duties
of any officer, agent or employee are not prescribed by the bylaws or by the Board, such
officer, agent or employee shall follow the orders and instructions of the Chairman of the
Board.
3.2 Election: Tenure. The Chairman of the Board, the Vice-Chairman, and the Secretary
shall be elected at the organizational meeting of the Board. If the election of officers
shall not be held at such meeting, such election shall be held as soon thereafter as a
meeting may be conveniently convened. Other officers may be chosen by the Directors
at such meeting or at any other time. Each officer shall hold office until the first of the
following occur: until his or her successor shall have been duly elected and shall have
1767\01\ldg010105 Bylaws 9
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qualified; or until his or her death; or until he or she shall resign; or until he or she shall
be disqualified pursuant to these bylaws; or until he or she shall have been removed in the
manner hereinafter provided.
3.3 Removal. Any officer or agent may be removed by majority vote of the entire Board for
cause or without cause whenever in its judgment the best interests of the Corporation will
be served thereby. Neither notice nor a hearing need be given to any officer or agent
proposed to be so removed. Election or appointment of an officer or agent shall not in
itself create contract rights.
3.4 Vacancies. A vacancy in any office, however occurring, may be filled by the Board for
the unexpired portion of the term.
3.5 powers and Duties of the Chief Executive Officer. The Chairman of the Board shall be
the Chief Executive Officer of the Corporation. Subject to the control of the Board and
the Executive Committee, the Chief Executive Officer shall have general executive
charge, management and control of the properties, business and operations of the
Corporation with all such powers as may be reasonably incident to such responsibilities;
may agree upon and execute all leases, contracts, evidences of indebtedness and other
obligations in the name of the Corporation; and shall have such other powers and duties
as designated in accordance with these bylaws and as from time to time may be assigned
to him or her by the Board. He or she shall preside at all meetings of the Members and of
the Board.
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3.6 Vice-Chairman. The Vice-Chairman shall assist the Chairman and shall perform such
duties as may be assigned to him or her by the Chairman or by the Board. In the absence
of the Chairman, the Vice-Chairman shall have the powers and perform the duties of the
Chairman. In addition, the Vice-Chairman shall have such other powers and duties as
from time to time may be assigned to him or her by the Chairman or by the Board.
3.7 Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the Members,
the Executive Committee and the Board; (b) see that all notices are duly given in
accordance with the provisions of these bylaws or as required by law; (c) be custodian of
the records and of the seal of the Corporation and affix the seal to all documents when
authorized by the Board; (d) keep at the Corporation's principal place of business within
the State of Texas a record containing the names and addresses of all Members; and
(e) in general, perform all duties incident to the office of Secretary and such other duties
as from time to tie may be assigned to him or her by the Chairman or by the Board.
ARTICLE IV. Membership
4.1 Eligibility. Any political subdivision that is a Member of the Texas Water Conservation
Association and that approves the Articles of Incorporation and these Bylaws by
ordinance, resolution, or order adopted by the governing body of the political subdivision
and that purchases electricity for one or more of their respective public facilities is
eligible for membership in TWCA USA, Inc., subject to the right of the Board to
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determine eligibility and conditions of membership, and subject further to the authority of
the Board to terminate membership of any Member as provided herein, or in any
agreement made between the Member and the Corporation.
4.2 Representation. Each Member shall appoint, by formal action by its governing body, a
representative to act for it at the meetings of Members and shall give to the chair of the
Board of Directors in writing the name of the person thus appointed. Only appointed
representatives may act on behalf of Members in the conduct of business of the
corporation. If at any time, a Member withdraws from participation or otherwise has its
membership status terminated, that Member shall no longer have a representative in the
Membership, on the Board, or on any committee of the Corporation. Each
Representative will serve until a successor is appointed.
4.3 Withdrawal. Any Member may withdraw from participation in the activities of the
Corporation at any time upon thirty (30) days notice, whereupon it shall cease to be a
Member, shall cease to be entitled or obligated to participate in the activities of all
committees and subcommittees of the Board of Directors and shall have no further
obligations as a Member; provided, however, that if such notice is given more than thirty
(30) days after such Member's receipt of its statement of annual dues, fees and expenses
for a fiscal year, the Member shall be obligated to pay for the full fiscal year within
which such termination is effective.
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4.4 Voting Rights. Voting rights are limited to Members. Each Member shall be entitled to
one vote at any regular or special meeting of the Members upon all matters of business,
which vote or votes may be exercised in person or by mail by a representative of the
Member duly authorized in writing; provided, however, that proxy and cumulative voting
shall be prohibited.
4.5 Annual Meetings. The annual meeting of the Members shall be held at a time and on a
date selected by the Chairman of the Board, with written notice to each Member,
occurring on or about the same day as the annual meeting of the TWCA or, if such date is
not possible as a membership meeting, then in no event later than the first day of March
of each year, for the purpose of electing Directors, receiving the annual report from the
Board, and for the transaction of such other business as may come before the meeting. If
the day fixed for the annual meeting shall be a legal holiday in the State of Texas, such
meeting shall be held on the next succeeding business day.
4.6 Special Meetings. Special meetings of the Members, for any purpose, unless otherwise
prescribed by statute, may be called by the Board, and shall be called by the Chairman of
the Board or by the Secretary at the request of not less than one-tenth (1/10) of all of the
outstanding Members of the Corporation.
4.7 Place of Meeting. The Board may designate the place for any annual meeting or for any
special meeting called by the Board. If no designation is made, or if a special meeting
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shall be called otherwise than by the Board, the place of meeting shall be the principal
office of the Corporation in Texas.
4.8 Notice of Meeting: Voting by Ballots Forwarded by Mail. (a) Written or printed notice
stating the place, day and hour of the meeting, and, in case of a special meeting, the
purposes for which the meeting is called, shall be delivered, not less than ten (10) nor
more than fifty (50) days before the date of the meeting (either personally or by mail), by
or at the direction of the Chairman of the Board or the Secretary to each Member entitled
to vote at such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with postage thereon prepaid. In order
that Members may vote by mail, each notice of meeting shall include a ballot containing
each issue to be voted at that meeting and instructions as to the date by which such ballot
must be postmarked in order for the vote to be counted.
(b) Whenever notice is required in this Section 4.8 of Article IV, a waiver thereof in
writing signed by the Member,whether before, at, or after the time stated therein, shall be
equivalent to such notice. By attending a meeting, a Member waives objections to lack
of notice or defective notice of such meeting unless the Member, at the beginning of the
meeting, objects to the holding of the meeting or the transacting of business at the
meeting. Further, a Member waives objection to consideration at such meeting of a
particular matter not within the purpose or purposes described in the meeting notice
unless the Member objects to considering the matter when it is presented.
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4.9 Quorum. A quorum for the election of Directors, and conducting normal business at all
meetings of the Members shall be twenty-five percent of the Members or four (4)
Members present in person or voting by mail,whichever is less.
4.10 Informal Action by Members. Any action required to be taken at a meeting of the
Members, or any other action which may be taken at a meeting of the Members, may be
taken without a meeting if a consent or consents in writing, setting forth the action so
taken, shall be signed by all of the Members with respect to the subject matter thereof.
Such consent or consents shall have the same force and effect as a unanimous vote of the
Members.
ARTICLE V. Funding
5.1 Generally. Funding of the corporation shall be by member political subdivisions through
the assessment of dues or through an aggregation fee charged per kilowatt-hour, or a
combination of both as determined appropriate by the Board of Directors.
5.2 Board Authority. The Board shall have the authority to establish membership dues, an
aggregation fee, or both, to be applicable to all Members of the Corporation. The Board
may amend such dues and fees at its discretion. The Board shall have the authority to
establish appropriate penalties that may be assessed against a Member for failure to pay
the dues, aggregation fee, or both, established by the Board.
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5.3 Statements. Membership fees will be billed annually; statements for other fees and
expenses will be provided monthly as needed. Due dates for fees and expenses will be
determined by the Board.
5.4 Books and Records. All Members of the corporation will have access to the books and
records of the corporation, including financial statements and budgets; however, the
Board of Directors may adopt policies that provide reasonable protection against the
unnecessary disclosure of information to individual employees.
ARTICLE VI. Indemnification
6.1 Liability. A Director, officer, employee or agent of the Corporation who performs his or
her duties in good faith, in a manner he or she reasonably believes to be in the best
interests of the Corporation, and with such care as an ordinarily prudent person in a like
position would use under similar circumstances, shall not have any liability by reason of
being or having been a Director, officer, employee or agent of the Corporation and shall
not have any liability for any action taken by any employee, agent or independent
contractor selected with reasonable care, or for any loss incurred through the investment
of or failure to invest monies of the Corporation or any Trust Account. No Director,
officer, employee or agent shall be liable for any action taken or omitted by another
Director, officer, employee or agent.
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6.2 INDEMNIFICATION. EACH PERSON WHO AT ANY TIME SHALL SERVE,
OR SHALL HAVE SERVED, AS A DIRECTOR, OFFICER, EMPLOYEE OR
AGENT OF THE CORPORATION, OR ANY PERSON WHO, WHILE A
DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF THE CORPORATION, IS
OR WAS SERVING AT ITS REQUEST AS A DIRECTOR, OFFICER,
PARTNER, VENTURER, PROPRIETOR, TRUSTEE, EMPLOYEE, AGENT OR
SIMILAR FUNCTIONARY OF ANOTHER FOREIGN OR DOMESTIC
CORPORATION, PARTNERSHIP, JOINT VENTURE, SOLE
PROPRIETORSHIP, TRUST EMPLOYEE BENEFIT PLAN OR OTHER
ENTERPRISE, SHALL BE ENTITLED TO INDEMNIFICATION AS, AND TO
THE FULLEST EXTENT, PERMITTED BY ARTICLE 1396 2.22A OF THE
TEXAS NON PROFIT CORPORATION ACT OR ANY SUCCESSOR
STATUTORY PROVISION, AS FROM TIME TO TIME AMENDED, SUCH
ARTICLE OR SUCCESSOR PROVISION, AS SO AMENDED, BEING
INCORPORATED IN FULL IN THESE BYLAWS BY REFERENCE. THE
FOREGOING RIGHT OF INDEMNIFICATION SHALL NOT BE DEEMED
EXCLUSIVE OF ANY OTHER RIGHTS TO WHICH THOSE TO BE
INDEMNIFIED MAY BE ENTITLED AS A MATTER OF LAW OR UNDER ANY
AGREEMENT, VOTE OF DISINTERESTED DIRECTORS, OR OTHER
ARRANGEMENT.
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EXHIBIT Tp 1A.0'402j'76--
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ARTICLE VII. Miscellaneous Provisions
7.1 Fiscal Year. The fiscal year for the Corporation shall begin the first day of October of
each year and end the 30th day of September of the next year. This fiscal year shall also
be referred to as the Corporation Year.
7.2 Amendments. These bylaws may be amended by the Board after notice of the proposed
amendments has been mailed to each Director of the Board at least ten (10) days prior to
the day of the meeting to consider same. The Board shall recommend such changes as it
deems necessary or desirable from time to time. Any amended Bylaws shall be signed by
the Chairman and attested to by the Secretary. A copy of any amendment shall be mailed
immediately after its adoption to each Member.
7.3 Conflicts of Interest. Each Director, committee member and subcommittee member shall
have an affirmative duty to disclose to the Board of Directors, the committee or
subcommittee (as the case may be) any actual or potential conflicts of interest between
such Director, committee member or subcommittee member, and the Corporation where,
and to the extent that, such conflicts or potential conflicts directly or indirectly affect any
matter that comes before the Board of Directors, or any committee or subcommittee.
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