HomeMy Public PortalAboutResolution No. 155-01 03-13-2001 • RESOLUTION NO. 155-01
A RESOLUTION APPROVING THE ARTICLES OF
INCORPORATION AND BYLAWS OF CITIES
AGGREGATION POWER PROJECT, INC., A POLITICAL
SUBDIVISIONS CORPORATION; ACCEPTING
MEMBERSHIP IN SAID CORPORATION; APPOINTING A
REPRESENTATIVE TO SERVE ON BEHALF OF THE CITY
OF RICHLAND HILLS, TEXAS; APPROVING PAYMENT OF
AN INITIAL MEMBERSHIP FEE; 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, Cities Aggregation Power Project, 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 Richland Hills, Texas (hereinafter, "the City"); and
WHEREAS, the TXU Cities Steering Committee has participated in numerous rate
proceedings and rule-makings over the course of the last decade and having investigated the impacts
of electric deregulation, recommends participation of cities in aggregation projects and creation of
apolitical subdivision corporation to maximize opportunities for cost savings;
WHEREAS, the TXU Cities Steering Committee has facilitated the creation of Cities
Aggregation Power Project, Inc.; and
WHEREAS, the City seeks to become a Member of Cities Aggregation Power Proj ect, Inc.;
and
WHEREAS, the Bylaws of Cities Aggregation Power Project, Inc. require an initial
membership fee of/2 of 1 % of the city's total annual electric bill of 2000. Such fee shall not exceed
$14,000.00.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF RICHLAND HILLS, TEXAS:
I.
That 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.
ORDINANCE NO. 155-01
PAGE 2
II.
The Articles of Incorporation and Bylaws of Cities Aggregation Power Project, Inc., a
political subdivision corporation, attached hereto and incorporated herein for all purposes as Exhibits
A and B respectively, are hereby approved.
III.
The City of Richland Hills, Texas (hereinafter "the City") accepts Membership in Cities
Aggregation Power Project, Inc.
IV.
The City approves payment of an initial fee assessment of %2 of 1 % of the total annual electric
bill of the City in the calendar year 2000. Such fee shall not exceed $14,000.00.
V.
Mayor Pro Tem Phil Heinze
The City hereby appoints Its ~'ity~Vfanag~r to serve as the City's representative to the
corporation and to act on the City's behalf.
VI.
All Resolutions and parts thereof in conflict herewith are hereby expressly repealed insofar
as they conflict herewith.
VII.
This resolution shall take effect immediately from and after its adoption and it is accordingly
so resolved.
PASSED AND APPROVED by the City Council of the City of Richland Hills, Texas, by
a vote of ~ ayes, ~ naffs and Q_ abstentions this 13thday of March , 2001.
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C. F. Kelley, Mayor
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ATTEST: .~x
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Terri Willis, C~iity Secretary
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~RTZC~.ES OF LNCORPORATION
OF
CITIES AGGREGATION POWER PROJECT, IiYC.
~ICTICL~: u1vE
The corporation will conduct business under the name Cities Aegre;ation Power Project, Inc.
ARI'ICL.E TW U
The period of its duration is perpetual.
aRTICLE T)<~REE
The ~o~poration is a non-prout political subdivision corporation under Chapter 303, Texas Local
Govemnsent Code, entitled "Energy Ag~egation Nieasc:res for I.ocai Gavemrnents," as
amended.
ARTICLE FOUR
The corporation has been organized for any and all iawiLl business for which corporations may
be organized under the Texas Nan Pmfir C`nrrnrations Act, for the purposes of pur=h,asing
cl~et+icity, aiding or acting ova bcualf of its nic;niLc~; with ! capes:l lu tliei ctiwn electricity use for
their respecrive public facilities and that of their citizens, negotiating on behalf of its members
ror the purchase of electricity, making ~cntracts for the purchase of elect?-~city, and taping any
other actions necessary to purchase electricit;• fvr use in to public facilities of the political
subdivision or subdivisions represented by the corporation, for the purposes :.,f acting ac a lnral
cooperative org::nir,;.tion to gurel^.ase goods and scrv-iccs for its members, ai:d for all other
purposes as may oe permitted by iaw for golicical subdivision corporations.
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ARTTCT,~' FTVF
The stxeat address for the carporaton's iiutial registciccl ulficc is .Lloyd, Gosselink, Blevins,
Rochelle, li~udw•in rL Townsend, P.C., 111 Congress Avenue, Suite 1800, Austin, Texas 78 01,
and the registered agent for the corporation at this address is Geoffrey M. Gay.
ARTICLE 5IX
The corporation shall 'nave 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 tluee, as naay be fixed by tha bylaw;,. Unul changed by the bylaws, the
orginal number of directors shall be three `3?. The names and addresses of the ersons who are
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to serve as Directors of the corporation until their successors are duly elected and qualified arc:
I. Julie Fleischer
City of Plano
P.4. Box 860358
Plano, Texas 75086-0358
2. Danny Reed
City vi Fury Worth
I000 Throcksnanon
)sort Worth, Texas ?6102
3. Steven L. Bacchus
City of Lewisville
P.4. Box 299002
Lewisville, Texas 75029-9002
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. AR'p'Tl-'T.F F..IGHT
The bylaws of the corporation shah be adopted by rltc Bu~url of ~7irectcrs and shall be approved
by the governing body of eact: political subdivision for which the corporation is created.
:ARTICLE NT_YE
The names and addresses of the incorporators arc:
I. Julie rleischer
City of Plana
P.O. Box 86038
Plano. Texas 75086-US7~
2. Danny Reed
Cit~r of Fort taVorth
1000 'I'hrockmorton
;r on VVotth, Texas 75 ! OZ
3. Seven L. Bacchus
City of Le~uvisv:lle
P.O. Box 299002
L;. ~•isville, Tzx3s 7.0~9.90~7i
The undersignzd incorporators, X11 of whom are over thz a;e of eighteen (l8) and are citizens or
the State of Texas, sib thesz rl,rticlzS OI Incorporation sabject to the penalty imposed'~y Article
9.03A, Texas rTon-Profir. Cotporatiun Act.
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TKE STA'IB OF TE.St.AS
%(lt NT Y OF
riLl'ORL ME, a tiutary public, on rtis day pcrsonaIty appearen known to mc: 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 axe true and correct.
Given under my hand and seal of ofnce this day of 2401.
Notary Public, State of Texas
My Commission Expires:
THE STATE OF TE.jCAS 4
COU?r''T'Y QF 3
BEFORE ME, a notary public, an this day personally appeared known to
me to be the person Zvhose 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 ?001.
tiotary Public, Statc of Texas
iViy Commission Expires:
rxE sT.aTE of TEXAS ~
CpLJNTY GF &
BFFOF.E vIE; a notary public, on this day personally appeared known to
me to be the person whose name is subscribed to the foregoing document aad, being by me first duly
sworn, declared tr'~at tl~e statements therein contained are true and correct.
Given c.~-der my hand and seal of office this day of 2001.
Notary Public, State of Texas
:~1y Commission Expi;os:
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BYL 4WS
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CITLES AGGREGATION'
POWER PROJECT, INC.
AR.TIGLE I. Name and Purpose
1.1 Name. This cozporatian shall be known as Cities Aggregztion Power Project, Inc.
1.2 Pur,~pose. The corporat~:on has been or;anized for any and all lawful business for which
corporations :nay be organized under the Texas von Pmrit Corporations Act, for the
purposes of purchasing clect.~icity, aidiuo ar actu?g uu 'vcliall of its Iviembers with respect
to their own electricity use far their respective public facilities and that of their citizens,
negotiating on behalf of its Members for the purchase of electricity, making contracts for
the purchase of electricity, and talin.c any other actions necessary to purchase electrieit-y
for ase in the public facilities of the political subdivision or suhdivisi~n~ rerre~enrPd by
the corporation, for the purposes of acting as a local cooperative organiaatian to purchase
goods and services for its z*~.embers, a:ld for alt ot~er puipeses as may be permitted by
law for political subdivision corporations.
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ARTICLE II. Doard of Directurs
2.I Comtwsition. There shall be a Chair and a Vice Chaffs on the board and such ocher
directors as required for the gerformar~ce of duties.
2.2 Powers. The affairs of the Corporation shall be managed by the Doard of Directors,
which may exercise ail such powers oz~ the corporation and do all such lawful acts and
things as are »ot prohibited by statute, by the Articles of Incorporation of the
Corporation, or by these $ylaws. By iliwtration and without limitatiozt, included among
the powers of the Board of Directors is t`~e power to negotiate the purchase of electricity.
aid or act on behalf of the political subdivisions for which the corporation is created,
make centsacts for the urchase of eleetrieit , urchase electricity, and take anv other
P YP
action necessary to purchase electricity for use in the public facilities or by the citizens of
the political subclivision or subdivisions represented by the Corporation; provided,
however, no i~fember shall be obligated under any such contract unless the Member
a~rnvec such con;rsct.
2.. dumber. Tenure and Chialification. (aj Directors shall be elected tc the Board at annual
m~Letin~s of the Members as hereinafter described from a slate pre~cnted by she Board
and rrom nominations by Members. dominations for membership on the Board made by
Members shall r_ot be considered at any meeting of the MemhPrc i~nl~5 .such nominarion
has been presented irs writing; signed by tiie ?1~Iember or M~iubzrs p~upuait~g lliC sx~lie,
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and filed with the Secretary of the Corpor3tio» ar least sixty (6~} days prior to the date of
the meeting at v~~luch said nomrnatrorv are to 1}c wnsiclered. From the nominations so
made and no others, a.*rd from the slate presented by the Board, Directors shall be elected,
at:d the person or persons receiving the lvghes< nu*nber of votes shall be declas~ed elected.
If the election of Directors shall not be held or: the day designated herein far any annual
meeting of the Members, or at any adjournment thereof, the R~arci shall rrat,se the
election *.o be held at a special treating of the Members, which shall be co.IVCUCCI as 5uua
therea:'ier as is possible.
lbj T`he initial Board of Directors shall consist of three directors, and will be esparded to
nine (9 j. At the t +rst annual meeting of the Corporation. the Members shall elect nine (9)
birectors (Maces 1, 2, 3, 5, 6, 7, ax:d 9; from the participating Corporation
-lcmbership, which 1irectors will serve from their election until them successors are duly
elected and shah qualify. The number of Directors may be increased or decreased by
resolution cf the Board, 'out no decrease shall have the effect of sirorteni;,g the term of an
incumbent Di.*ector. T'ne irrst elected directors shall be selected based on the foilowin~:
• etch participating city with s population above 500,00 '~•ill be ~ruarantccd
one seat.
• all partcipatin~ cities with a population ~eat~r than 100,000 but not heater
than _500,000 will be guaranteed are seat for the ;coup.
• all participating cities with a popularan greater than Sv,~100 but not greater
than lt)tJ,U(~t) will be guaranteed one szat For the group.
• all participating cities with a population not greater than 50,000 will be
guaranteed one scat for the soup.
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• the remaining board mem'oers necessary to bring the number of Directors to
nine (9) will be elected at large.
(c) ~1'he first elected directors shall serre until December 31, 2003. The subsequent
Board Member Selection Process will be determined by the first elected Board based
upon aggregation project load of participants and must be established before December
31, .2003. ?he directors elected as a result of using the subsequent Board Vfember
Selection process shall serve two (2) year st,:ggc~ed terms u~it[t eluce;turs Serving in place
numbers that are odd elected in odd nu~x?bered years and those serving in place numbers
that are even elected in even numbered years, except that the initial even place numbered
directors will stand for re-election after ore year.
(d j Except for the initial Board, eeoh I7ireetor of tho Board must be an or"ficial or full-
tune salaried employee of a .Member. Any llirector who is an official or full-time
salaried employes of an entity that ceases to be a Member participant of the Corporation,
and any Director who ceases to be an official or fi11I-ti`*ne salaried employee of a
Member, sliail be automatically disqualified to ser`-~ as a Director, and the position shall
become vacant, such vaeanc5~ to be filled in the manner provided in Section 2.5 of this
Article: II.
2.d Removal. Directors *nay~ be rerr~oved acre af£e~, with or without cause, by an
affirmative vote of the majority of the'_~fe?~bers then entitled to vote at an elution of the
Directors 3t an annual meerino of ti,~ Members or a muting called expressly for that
purpose; provided, no action to r..uuvc a,ny Duccteie ,ball be yulrcicnl unless wrtten
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notice that such action is to be considered shall have been given to ail Me..nbers by the
Chair or Secretary at least sixty (60) days Ucfotc tLc meeting.
2,~ Vacancies. A.ny Director may resign at any time by Giving written notice to ttie Secretar}~
of the Corporation. Such resi,nation shall take effect at the time specified therein; and,
unless otheni-ise specified therein, the acceptance of such resignariou shall not be
necessary to make it effective. ~y vacancy occurring in the Board iiyay }~c fillc~l by (he
at'firmative 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 ocfzce. P.ny place on the $oard to be filled by reason of an increase in the
number of Directors shall be tilled by the affirtnat~ve vote of a rlaajority of the Directors
then in office. A Director chosen to fill a position resulting froTn an incrcas~ in the
number or Directors shall hold affic~ until the next annual meeting of c`~~embers, at which
time a successor shall be elected to sense until the expiration date set for his or her
designated place.
2.6 Reflti2ar ~featinc~c ~ rea il~ meeting of the Board shall be he?d annually in conjunction
with the aiiuual ,ucci,),g vf'~lctiibers, for tine purpose of or~driization, election of officers,
and consideration of any other 1<usinc;ss that properly relay come before the Board. The
Board may provide, by reselutiorl, the rime and place for tl'ie holding of additional re~ala:
meetings.
2.7 Speei'aI tiieetin~s. Special mee?in~s of the Rc,ard may b` called by the Chair of the Board
or ai the ~4Titten request of any two Directors, Tltc prrsun or persons authori2ed to call
special meetings at' the 3oard tnay fix the glace for holding any special naeeting of the
Board so called. If no place is fixed, the place of meeting shalt be the principal office of
the Corporation ir. Texas.
2.3 Voti uorums. A majority of the number of Directors described ici by 5cctiuu 2.~
shalt constitute a quorum far the transactton of business. The act of the majority of the
Directors present at a meeting at which a quonun is present shall be the act of *~he Board,
pro~;ided however, the Board rrtay, 6y resolution, delegate any of its powers in whole or
in part, temporaril}r or permartentiy, to any Director or committee of Directors then
acting; any such delegation shall be by written instrument filed in the records of the
Corporation.
2.9 ~;~~tice of '~feetin4s. tiotice far board meetings ;mall bo prodded to all Directors and
:vlembers either by mzil not less than seventy-t<vo (73) hours before the date of the
meeting, by telephone, tele~am, or telecopy on twenty-four (24) hours notice ar on such
shvirter 12uticC as tl~c pcr5un ~~r perscns tailing such tneeting may deem necessary or
appropriate in the circumstar_ces.
?.l0 Informal Action l~v Directors. Any action required to be taken at a meeting of the
Directors, or any other action which maybe taken at a meeting ~i ;he nireciors, may be
.al<en v~~itA~out a ~;cetiLt~ if 3 consent or consensus in v~Ticiig, se:riitg fu~tli tltc a~ti~u Su
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taken, shall be Signed by all of the ~emhers with respect to the subject matter thereof.
Such consent or coxtscnts s:~all aavc flit suuc f~r~c and ez:eGt 3s a t111arAj.RtouS vote of the
Di.~ectors.
2.I I .Compensation. Duly elected or appointed Directors shall serve without compensation,
but shall be reimbursed for reasonable casts of travel, meals, In~~i~in, and incidental.
expenses while on official business For the Corporation.
2.12 Reliance on Professionals and E.r-perts. Directors are autflorized tc 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 la~v.
2.1 ~ Execurive Committee. The Chair of the Board may appoint an executive (:omriittee 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 Corrnnittee by
the Board through a r~solutior properly adopted. Tne Executive Committee n;ay consist
of the (~ha.ir, Vice-f'hair, and one or twa other Directors as desi~tated by the Chair.
2.14 Father Committees. The Chair is authorized to font any committees as needed in order to
assist the Bcard with its infet~zn,atian gatl`~ering and deliberations.
2.15 Specific Powers and Danes. The Board, in addition to other P~werr <,nd ditties herein
conferred, unposed, and authorized by laav, shall have the follvwiiid puwe~~ atsa Su11~5:
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(a) It shall carry out all of the ducks necessary for tliz pcupcr operation and
aclrninistrarlon of the Corporation or. behalt ot~ the ~Vlernbers and to that end shall have all
of the powers necessary and desirable foz the effective administration of the affairs of the
Corporation.
(b) It shall be authorized to contract with any qualified individual, ftrm or
orgdnitation to perform any of the functions necessary for the etfecrive 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.
(c) Tt may hire artorneys, accountants, consultants, or such other professional persons
that it uiay dccul tto~c5sary aid to ur far the Corporation. Those persons shall be paid as
provided in the contract for hire as executed by the Chair of the $oard.
(d) It shall have the general power to l;zake and enter into all contracts, leases and
agreements necessary or ce~nvenient .n carry out any of the powers granted under these
bylaws or by any other iaw.
(ei It shall provide for an annual audit of Lire books of the Cozporation to he supplied
to the Uicmbership within. 12a days following the close oz each Corporation Year, or as
soon thereafter as practicable.
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It shall have the authority to terminate memher~hip of any Membe: that fails to
abide by the rea"onable requirements of the IIoard coiiccciutlo payment of annual dues or
aggregation fees as provided in E~rticIe cooperate with any of the: agents hired to
provide administrative services on behalf of the Board, or takes any other action that may
be del-imental to the Corpvratian.
(g) !t may collect interest on aiI past due accounts not to exceed the auivunts allowed
under applicable law.
ARTICLE zII. 4~cers
Generally. Tha Board. shall elect from among their number a Chair of the $oard and a
"v'cc-Chair of the Board. Tl?e Board shall designate a Secretary, who mayor may not be
a Director, to keep the minutes and the records of the Baard. The Board may appoint
such otaner officers, assistant officers, committees and agents, including a treasurer,
assistant secreta~*ies and assistant treasLrers, as they may consider necessary, who shall be
chosen in sucA manner anci h,~)d their of~ac.es fer such `.erms and have such authority and
datics au iaay Lu~i: tiiuc w titlic be dG~ermined by the Baard. do person may
simultaneously hold hvo oiaices. In ail cases wk~.ere the duties of any officer, agent or
employee are not prescribed by the bylaws or by the Boazd, such officer, agent or
employee ;hall fallow the orders and Instructions of the Chair oc the Board.
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3? Election: Tenure. The Chair of the Buard, the Vice-Chair, and the Secretary shall be
elected at the organizational meeting cf the Board. If tt~C clcc;~ion of officers shall not be
held at such meetin„ such election shall be held as soon thereafter as a meeting may be
conveniently convened. Other of
leers 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 Llected and shall have qualified; ~r tmhl
his or her death; or until he or sae shall resign; or until he or sho shall uc disqualihC~l
pursuant to these bylaws; or until he or she sha[1 have been removed in the manner
hereinafrer provided.
3.3 Removal Arty or'ncer or agent maybe removed by majority vote of t~'~e entire Board for
cau~ nr without cause w}~enever in its judgment the best z~terests of the Corporation will
be sci ~cd lf.~creby. Neither notice nor 3 hearin; need be given to any ctticer or agent
proposed to be so removed. Ilection or appointment of zr_ officer or agent shall not in
itself create contract rights.
* C ties. A vacancy in any omce, iaowever occurring, may be filled by the Board for
the unexpired peiZiai~ of tut tciu~.
3.~ ?oR~ers and Duties of the Chief Executive Qfiiczr. 'The Chair of the Board shall be the
Chief Executive Officer cf the Cotpora_ian. Subject to the control of the Board and the
Executive Committee, the Chief Executive Officer shall have ~enerai ex.erutivz cl'aarge,
management and contrei of the propcrcic3, business a~,d opcratious of tl~e Cucpuratiuci
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with all suer, powers as may be reasonahly inei~feni to such responsibilities; may a, ee
' u on and execute all leases cor_trac
P ts, c`Zdcnc;,s ul ulclebteehless 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 iiom tune to time i~tay be assigned to him or ben
by the $oard. He or she shall preside at all meetings of the Members and of the Board.
3.o Vice-Chair, The Vico Chrir shall assist the Chair and shall pcrfvnu such ilutics as may
be assigned to him or her by the (:hair or by the Board. In the absence of the Chair, the
Vice-Chair shall have the powers and perform the duties of the Chair. In addition, the
Vice-Chan shah have such other powers ~d duties as from time ro time may be assigned
to him or herby the Chair or by the Board,
3.' SC~irCta.ty. The SecTeLary Shall: (a} keep the minutes of the proceedings of the Member;,
the Executive Committee and the 3oard; (b) see that a.Il notices are duly given in
accordance with the provisions of these bylaws or as required by law; !c} b~ custodian of
the t:,cords and of the seal of ehe Corporation and affix the seal t3 all. documents when
authari~eri by the R~;,rd; (d) keep at the Corporation's principal place of business within
the State cf Texas a ~cc;urcl writainin,g the names and actd.esses of all Members; and
(e j in general, perform. all duties incident to the office of Secretary- and such other duties
as from tine to tie maybe assi~ed to l~tm or herby the C'aair or by the Board.
3.8 executive Director: Other Officers. The Board may' .cPlPCt anei appoint an Executive
Director and any other employees to serve at the pleasure oi` tiic Boatel. Al flit discretion
!i
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of the Board, the Executive Director may he an independent contracts: or an employes of
the corporation. Tae lrxeeative Dt1~~Ctui turd any ether such employees duly selected and
appointed employees shall receive such compensation and other benefits as the board
may determine, and, additionally shall be entitled to reimbursement of expenses for
attendance at official meetings of and official functions for the Corporation,
A,RTICLL IV. ~'ternberslzip
~.1 Elit:;ibility. Any political subdivision that approves the Articles of Incorporation and
these Byla~.~vs by ordinance, resolution, or order adapted by the gover-un; body of the
political subdivision and that purchases electricity for one or more a~ their respective
public facilities is eligble r'or membership in Cities A~,,regation Paw~r l'rojcct, Inc.,
subject to the right of the Board to determine eli;ibility and conditions of membership,
and subject Further to the authority of the Board to terminate membership ~~f any Member
as provided herein, ar itt any agreement made between the _l~lember and the Corporation.
1.7 R Pnresentation. Each ?Member shall appoint, by formal action by its governing body,
rcpt c,cuict.ivc tv a:;t iUr i~ ai. the meetings of Members arcl shall eve t~~ the chair of the
Board of Directors in wntirg the name of the person thus appointed. Only appointed
representatives may act an behalf of `/Ieu~ers in the coi:duct of business of the
corporation. 'fat any time a Member withdraws from ~}articipation ~}r otherwise has its
memlacrship status terminated, that l~femher chail ro 1nnJer have a representative aa-a, the
l~
• Membership, on the 5oard. or on any commirtee of the Corporation. Bach
Representative will serv® until n successor is appaiuted,
~.3 ~Tithdrawal. Any Member may withdraw froth participation ir. the activities of the
Corporation at any time upon thirty (30} days notice, whereupon it shall cease to be a
itifember, shall cease to be entitled or obligated to gamcipate in the activities of att.
committees and subcommittees of the Board of Directors aad shall have nu fiutlzcc
obligations as a Member; provided, however, that ii~ such notice is giver. more than thirty
(3Q} days after such Member's receipt of its statemert of annual dues, fees and expenses
for a tiscal year, the Member shall be cbligated to gay for the full fiscal year within
which such termination is effective.
~.4 Vvti~« Ri_lits. Voting -zghts are limited to Viembers. Until December J 1, 'L~JU3 each
Member shall be antitied to one vote at any regular or special meeting of the Members
upon all matters of business, which ~•ote or votes may be exercised in person or by mail
by a representative of the vlember duly authorized in writing; provided, however, that
proxy and cumulative voting .cnali be prnlubited. Thereafter, vales will. oe based upon the
proportionate aggrcgar;on ele~:,tric ivd~! of !Iic M~m~ers.
~.S Annual Meetings. The annual meeting of the Members shali be held at a time and on a
date selected by the Chair o.f the Board, with w~zitten notice to each Member, for the
purpose of electing Directors, receiving +he annual report from the Rrar;i, and for the
transaction of such other busiress as may. cam:. before the n:ccting. If the day fixer! fur
13
the annual meeting shall be a legal hc~ticiay in the State o.f 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, tnay be called by the Beard, and shall be called by the Chair of the
Board or by the Secretary at the request of not less than one-tenfh (1 /1 A) ~f all nF the
vatstanding Members of the Corporation.
4. i Place of Meeting. The Board may designate the place for any annual meeting or for any
special meeting called by the Board. If no designa.tior. is made, or if a special meeting
shall be called otherwise than by the Board, the place of meeting shall be the principal
office of the Corporation in Texas.
~.8 Notice of Meetins7: Voting by Ballets rorwarded by Mail. ia) Wrirten or printed notice
stating the place, day and hour of the meeting, and, in case of a special meeting, the
• purposes for which the rneetiao is called, shall be delivered, not less than ten (10) nor
mire than fsf~y (5C~) days hefore the date of the meeting (either personally or by mail), by
or at the direc:tiu« of tllc Chair of ,he Board or the Secretary to each tiEernber entitled to
vote at such meetinb. If mailed, s~:ch notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with postage thereon prepaid. LR order
that Members may vote by nail, each notice of meeting shall include a ballot containing
each issue to be voted at that meeting and instnicti~n~ .ac to the date by which such ballot
must be postmarked in order for th= vote to be cou.uted.
I4
Ui~ l.' Ul !tiV.~ 1.1: -k -1 ti:L Jl_ -il+ VJJ~ LLV 1L VVJJLLl.rll
(b) Wher:e3var notice is rcquircd in this Scctiou 4.0 of Ar[tcle IV, a ~~'aiver thereof in
writing si;ned by the Member, whether before, at, or after the time stated therein, shall be
equivalent to such notice. $y attending a meeting, a Member waives objections to Iack
or'aotice or defective notice of such meeting unless the Member, at the beginning of the
meeting, objects to the holding of the meetin; or the traasactind of hu~ir,esr, ar the
meeting. Further, s Member waives objection to consideration at such. nlccting of a
particular matter not wiThiu the purpose or purposes described in the meeting notice
unless the Member objects to considering the matter when it is presented.
4.9 uorum. A quorum for the election of Directors, and conductin notmai business at all
meetings of the tileanbers shall be twenty-,five percent of the ATembers present ir. pcraon
ur votinu by mail.
x.10 Informal Action by Members. Any action required to be taken at a meeting of .he
i1,lembers, or any other action which may be talczn at a meeting of the ~,tembers, maybe
taken without a meeting if a ~.nn~ent or consents in venting, sorting forth the action so
tr.%cr,, shall Uc sided Uy all v.C tliC tilatibLrS with respect to the subject mat?er thereof.
Such consent or consents ;hall have tae game force and effect as a unanimous vote of the
tifem bers.
• 15
~ - y- ? y .YV.~ y~ -az 1.L Vl~ S I . V lV~ Lar_ ..~V.IJL. y.•l\ y.J
~,IZTICL.C V. Fuudi~eg
5.1 Generally. F•anding of the corporation shall be by member political subdivisions through
the assessment of dues or through an aggregation .fee charned per ~ilotivatt-hour, or a
combination of both as determi*ted appropziate by the Board or"Directors.
5.2 Initial lytembershiD Fee. T'ne initial membership tee ;hall be based upon 'iz of 1 % of the
total annual electric bill of ?000. Such fee shall. not exceed $14,000. The initial fee will
be credited against future adnunistrative fees imposed after December ~ 1, 2005. Tt is
Fertuissible 2or political subdivisions to pay the fee prior to forrzally joining the
cozporation and be credited. with payment of the fee a$er a resolution approving the
~ticla5 of incorgorarion and 9y-law; is passed by the poilucal subdivision.
5.3 Board Authorit'v. The Board shall have the authority to establish trembership dues, an
ag~egation fee, or both, to be applicable to all ~~fembers of the Corcoration. The Board
may amend such dues and fees at itc ~~icrretion. The Board shall have the authority to
establish appropriate pcna?ties that it~a.y be assessael c~ainst a ~Iernber f'or failure Lo pa}
the dues, aggregation fee, or both, established by *.he Board.
5.4 Statements. IVfembership fees wili be billed annually; statements for other fees and
expenses will be prodded monthly as needed. Due dates for fees and expenses will 'ne
detertnined'oy the Board.
16
v. ~i ii ev i.Z~i ~1~ zi ~ vv•.~ ..a.v i? vV JJLLl.v j~ .aJi. ~
• 5.5 Books and •
Records. All ~fctnbcrs of the corporat~uti wul have access to the books and
records o% the corporation, including financial statements and budget;; however, the
Board of Directors tray adopt policies that provide reasonable protection against the
unnecessary dixlosure of information to individual employees.
ARTICLE VZ. Indemnification
5.1 Liabilit ,A, Director, office:, employee or agent of the Corporation who performs his or
her duties in good faith, in a manner he yr 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 Liabilit}' by reason oP
• being or caving been a Director, office:, employee or agent of the C:orporahon and sha11
not ha~•e any liability for any action taken by 3tly employee, agent yr independznt
contractor selected with reasonable care, or for any ;oss inctur?d through the investmen~
of or failure to inj•est monies of the Corporation or a*sy Trust Acco~:nt. No Director,
officer, em~iayee ~r agent _chall be iiabla for any action taken or omitted by anothzr
Director, uffic~i, C1i11JiuytC or agan~.
6? I1yDENP1IFICATYOiy. EACH PERSON WHO AT ANY T11vIE SH.aLL SERVE,
OR SHALL HAVE SERVED, AS A DIRECTOR, OFFICER, EAZPLOYEE OR
AGE1vT OF THE CORPORATIOV, OR aNV PF,RCQN ~'HO, 'WT•IILE A
DIRECTOR, OFFICER, 1;'~IPLO~•I;E OR AGEYT OF THE CORPORATION, IS
17
OR ~vAS SERvING AT ITS REQUEST .~s a nrREr_TOR, o>ErIC~R,
paRT'vER, 'VEN'Tl(„RER, PROPRIETOR, TRUSTEE, EMPLOYEE, ACE1fT OR
SI1vIILAR FL"NCTIUIvA1LY OF ANOTHER FOREIGN OR DOi1~iESTIC
CORPORATION, P.ARTNERSAIP, JOINT VENTURE, SOLE
PROPRIETORSHIP, TRUST EiVlPLOYEE BENEFIT PLA:~1 OR OTHER
ENTERPRISE, SHALL BE ENTITLED TO INDEVINIFICA,TIOY AS, AND T(}
T>EIE FULLEST EXTENT, PERMITTED BY ARTICLE 1396 SECTION 2.Z2A OI'
TDE TE7~.~?S NpN PROFIT CORPORA'1'lU1V A{j'1' UK ANY SUCCESSOR
STATUTORY PRUV'ISION, AS FROb1 TIME TO TIRE A1v1ENDED, SUCH
ARTICLE OR SUCCESSOR PROVISION, AS SO A..12ENDED, BEING
INCORPORATED IN FULL ><N THE5E BY"LAWS BY R~;FERENCE. TFIE
FQREGOING RIGHT OF L~TDE~~IIFICATION SI~AI.L NOT BE DEEMED
EYCLUSIVE OF ANA' OTHER RIGATS TO VYHICH TIi05E TO K~;
TNDE'.1~Iti`IFIED I~IA~' BE E~"TITLED AS A MATTER OF LAW OR UNDER Alr1'
AGREEl?~IENT, VOTE OF DISINTERESTED DIRECTORS, OR OTHER
ARRAi~iGEl~1ENT. zT IS E1X1'RESSLY ACKvOWZEDGED TILAT THE
INDEMNIFICATiOn PROVrnFn r.Y THIS .ARTICLE COULD LvvOLVE
I:tirDE11-INII'IC.~TIOl` TOR :rtEGLIGENCE OR L'NDER THEORYES OF STRICT
Ll_-~,BILITY.
5.3 rldvartcc Pa r,~ert. The t1~t to indemnification conferred in this Article VI stall include
:Ire r~ht to be paid ~ advance or reimbursed by the Corporation the reasonable expenses
inc•,ured by a person of the type zntitled to be indc:n.Zincd under Section 2 vvho was, is yr
18
is threatened to be made a named defendant ar respondent in a proceeding in advance of
the final disposition of the proceeding and wit,Luut an) determination as the erson's
P
ultimate entitternent to indemnification; provided, however, that the payment of such
expenses incurred by any such person in advance of the final disposition of a proceeding,
shall be made only upon delivery to the Carpvrarvn of a written affirmation by such
Director or officer of nis ac her good faith belief that he or she hex met ct,p standard of
conduct necessary for indemnification undo this article VI and a writtcti un~lerlakiuo, by
or on behalf of such person, to repay all amounts so advanced if it shall ultimately be
determined that such indemnified peron is not entitled to be indetntutied under this
Article VI or otherwise.
6.~ Appearance as a Vl'itnzss. Notwithetartding any other pro f ision of this Article VI, the
Corporation may pay or reimburse expenses incurred by a Director or otTicer in
eonrection with his or her appearance as a witness or other participation in a proceeding
invai~7ng the Corporation ar its business at a time when he or she is not a named
defendant or respondent in the proceeding.
6.~ Nuu-~xclusi~ily uC lq.i<~hts. The right to indemnification and tyre udvar,cemznt and
payment of expenses conferred in this Article VI shall not be exclusive of any other right
which a Director er officer or other person indemnified pursuant to this Article VI may
have or hereafter acquire under any law (common or statutory), provision of the Articles
of Incorporation of the Corporation ar these Rylaw~; ao~-eement, vote or members or
disinterested Directors or otherwise.
19
U~•1:`lL .uU:v 13:iU 1:i1 Jl:. sip ~Jd~ I..LV11J vv,l.;~.i,i.~u z.,-.
h.~+ Savings Clause. If this Article VI or any portion hereof shall ue iuvaliclatCd uu any
~rvun~i by any court of competent jurisdiction, then the Corporation shall nevertheless
indemnify and hold harmless each Director, officer or any other person indemnified
pursuant to this Article VI as ro costs, charges and expenses (including attorneys' fees j,
judgments, fines and in amounts paid in settlement with aspect to any action, stet or
rrnc.Pe.~iin.o~, whether civil, crinunal, administrative ar inveetigative, to tha lull extent
per~tiittcd try auy applicable portion of this r~t~ticle VI that shall not have been invalidated
and to the fullest este~nt permitted by appLcabls law.
.~RTIC~.E tip. Code Of Conduct
. l Policesand PurP~sec. (a.} It is the policy of the Corporation that Directors and
officers conduct tl:ctnsclvcs iu a ~u~uu~cr t;utlstslcnt wish sound business and ethical
practices; that the public interest always be considered in conducting corporate business;
that the appearance of impropriety be zvoided to ensure and maintain public confidence
ita the Corporation; and that the Board establish policies to control and manage the affairs
of the Corporation fairly, impartially. and without discrimination.
(bj This Code of 1?thics has been adopted as pact •~f the Corporation's Bylaws for the
following purposzs: (a} to encourage high zthical standards in ofncial conduct by
Directors and corporate officers; and (b) to establish guidelines fer such ethical standards
of conduct.
2t?
Vr~jr- f/l J1V.• lY Yf 1:1~ •llr tr VVUr 1. r.~.? uv.,. c.f
• 7.2 Conflicts of Interest. (al •ExcePt as lsr~victed in subsection (c}, a Director or officer is
prohibited from participatin; in a vote, 4c~:i5iuu, or award of a contract involving a
business entity or real property in which the Director or the officer has a substantial
interest, if it is foreseeable that the business entity or real property will be economically
benefitted by the action. A person has a substhntial interest in a business (i} if his or her
ownership interest is ten percent or mare of the voting stock nr sham of the business
entity ar ownership of S i5,u00 or znorc of the fair rnarkct value o£ the busi;i~~ ctltily, ur
(ii} if the business entity provides more than ten percent of the person's gross income. A
person has a substantial interest in real property if the interest is an equitable or legal
ownership with a fair markat value of X2,500 or more.: interest of a person related in
the first de~ee by affinity (marriage relationship) yr consansuinity (blood _elationship)
to a 1irector or officer is considered a substantial. interest.
(b) If a Director or a person related to a Director in the first degree by affinity or the
first dcgres by consan~.~inity has a substantial interest in a'ousines; en~.ity cr real property
that c~~ould be pecuniarily affected 'Qy any official action taken by the Board, such
l~irermr, before a vote or decision on the matter, shall file an affidavit star'ng the nature
and c?ctent of the ,iutcrest. Thy affidavit shall be tl?ed with the Secretary of the Boazd.
c; A Director who his a substantial interest in a b~3siness entity that will receive a
pecuniary benefit from. an action of the Board n•,ay vo.e on that action if a majority of the
Board has a similar interest ir: the same ac±i(ln nr if atl ether similar ollsiress zntities in
the Corporn,tion will r~cci-rc a similar pecuniary benefit.
li
.a ism z•. vv... r~~~r .,,.v.. .rr~,..?• JV~J
(d) r1n employee of a puUlic entity cuxy serve on the Board. it is specineally
recognized that as an official or empla}gee of a public entity, that pc'rso~Z's primary loyalty
is to the polirical subdivision that employs them. It shall not be a conflict of interest for
said Board member to express opinions or vote in a ;Wanner that reflects the self-interest
of the public amity that the Board member represents.
?.3 Acceptance of Gifts. vo Director ar ol~icer shall accept any benefit as consideration for
any decision, opinion, recommendation, vote or other exercise of discretion in carrying
out ofncial acts for the Corporation. No Director or officer shall solicit; accept, ar agree
to accept any benefit from a person known to be interested in ar likely to become
interested in any contract, purchase, psrment, claim ?r transaction invol~-irg the c~ercise
of the Director's or officer's discretion. As used here, a benefit ~+oes not include:
(a) a fee prescribed by law to be received by a Director or officer or any other benefit
to which the Direc*.vr or officer i_ lawfully entitled or for which he or she gives legitimate
can~icieration in a rapacity other than as a Director or officer,
~bj a giR or ocher benefit conferred ~n account of kinship or a personal, professional.
or business relationship independent of the official status of the Director er officer;
(c) an honorarium in consideration for leo timate services rendereei above and beyond
official duties tmd responsibilitics if:
Z~
• (1} not more than one honorariumz is iCC;civc~l from the sane person in a
calendar year;
(2} not more than one honorarium is received foe the same service; and
(3) the value of the honorarium does not axcced $50 exclusive of
reimbursement for travel, food, and lodging expenses incurred by the
Director or officer in perfi~t~ttaace of the services;
(d) a benefit consisting of food, lodging, tzansportation, or entertainment accepted as
a finest if reported as may be required by law.
7.4 Bribe°y. A Director or officer shall not intentionally or lmowingly offer, confer or agree
to confer on ay~other, or solicit, accept, or agree to accept from another:
(a} any benefit a.S c~naidararinn for the Directorrs or officer's decision, opinion,
recommendation, ~-otc, or other dxCt~t;i~c ~~i iliscrc;tion as a Director or affic°r;
{b i any benefit as consideration for the Director oz officer's d~ecisian, vote,
recommendation, or other exercise of official discretion n a judicial or administrative
proceeding; or
Z3
(c j any benefit as consideration fnr a violation of dut~~ imposed by ;aw on the
Director or officer.
7.5 Nepotism. No Director or officer shall appoint, or vote for, or confirm thz appointment to
any office, position, clerkship, employment or duty, of an person related within the
second degree by affinity or within the third degree of cnncananinity to the Director or
off eer so appointing, voting or confu:uing, or to any other Duectoe ai utI'icCr. T2us
provision shall nvt prevent the appointment, voting for, or confirmation of any person
who shall have been continuously employed in any such office, position, clerkship,
employment or duty at least thirty (30) days prior tv the appointment of the Director or
officer so appointing or voting.
ARTICLE VIII. ~Iiscellaneoas Provisioas
8.1 Fiscal Year. The fiscal year far the Corporation shall begin October 1 and end September
3fi. This fi~c.ai year shall also be refereed to as the Corporation Year.
8.2 5c~1. The seal of the Corporation shall be such as froth ti.nle to time may be approved by
the Board.
8.3 en R:ferences he*ein to the masculine gender shall also refer to the feminine in all
appropriate casts, and vice versa.
24
• 8.4 Anvropriation.3 and Grants. The Corporation ~itxil Lave the power to request and accept
any appropriation, grant, contribution, donation, or other farm of aid from the fadecal
goverametat, the State, any political subdivision, ur municipality in the State, or from. any
other source.
8.~ Amen ents. ThaEe bylaw, mny be amended by the board after notice of the p~upu~ccl
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 sited by
the Chair and attested to by the Secretar,~. A copy of any amendment shall be mailed
irrnmediately after its adoption to each Member.
8.6 Gotulicts of Interest. Bach Director, committee member and subcommittee member shall
have an affirmative duty to disclose to the Board of Directory, the committee oz
subcommittee (as the case may be) any actual. or potential conflicts of interest between
such nirect~r, cnmrrtittee member ur subcommittee member, and the Corporation where,
and to die exicut that, .5u~'tt cunllicls or potential conflicts directly or indirectly affect any
matter that comes before the Board of Directors, or any committee or subcommittee. It
shall not be a conflict of interest for a Director, committer, member or subcom.mi.ttee
member to express opinions or ~•ote the interests of the political subdivision tilember that
employs that individual.
• ZS