Loading...
1988-0692256L NO AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE EXECUTION OF AN INTERLOCAL AGREEMENT UNDER THE INTERLOCAL COOPERATION ACT, AUTHORIZING AND APPROVING THE CREATION OF THE UPPER TRINITY MUNICIPAL WATER AUTHORITY, INC , APPROVING THE ARTICLES OF INCORPORATION AND APPOINTING THE INITIAL DIRECTORS THEREOF, APPROVING THE INITIAL BYLAWS THEREOF, AND CONTAINING OTHER PROVISIONS AND MAKING CERTAIN FINDINGS RELATING TO THE SUBJECT, AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the respective City Councils of the Cities of Denton and Lewisville, Texas (the "Initial Cities") have reviewed and considered entering into, pursuant to the Interlocal Cooperation Act, a certain proposed Interlocal Agreement (the "Interlocal Agreement") dated as of March 15, 1988, for the purpose of establishing a cooperative program (the "Program") to provide for the planning, development, design and financing of needed public water supply and wastewater disposal facilities on a regional basis, and WHEREAS, the Interlocal Agreement provides that other political subdivisions may become parties to thereto and that they, along with non-profit water supply corporations, may participate in the Program (the Initial Cities and such other entities being hereinafter collectively referred to as the "Participants"), and WHEREAS, the City Council desires to approve the Interlocal Agreement in order to establish and implement the Program in accordance therewith, and WHEREAS, the City Council desires to authorize and approve the creation of a nonprofit corporation (the "Authority') in accordance with the requirements of the Interlocal Agreement, and WHEREAS, the Authority will be created pursuant to the Texas Non-Profit Corporation Act and will have the power granted thereby in order to accomplish the purposes of the Program, and WHEREAS, this meeting is open to the public as required by law, and public notice of the time, place and purpose of this meeting was given as required by Article 6252-17, Vernon's Annotated Texas Civil Statutes, NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF DENTON SECTION I That the findings and declarations contained in the preambles of this Ordinance are incorporated herein as part of this Ordinance SECTION II That this City Council hereby finds and deter- mines t a cooperative action under the Interlocal Agreement will provide the best and most economical means of developing and implementing the Program with the economy and efficiency contemplated by the Interlocal Cooperation Act SECTION III That this City Council hereby approves the Interlocal Agreement, a copy of which is attached hereto as Exhibit A, and authorizes and directs the Mayor to execute and deliver the Interlocal Agreement SECTION IV That this City Council hereby approves the Articles o ncorporation (the "Articles") for the Authority in substantially the form attached hereto as Exhibit B and authorizes the filing of the Articles with the Secretary of State of Texas in accordance with the Texas Non-Profit Corporation Act, provided that, in the event the name chosen for the Authority is not available, the incorporators are authorized to change the name without the further approval of this City Council SECTION V That this City Council hereby appoints those person nab-in the Articles, each of whom on the date of his appointment is duly qualified in accordance with the Texas Non-Profit Corporation Act, to serve as the initial members of the Board of Directors of the authority, such service to be at all times subject to the powers of the Cities under the Articles SECTION VI That the Authority is not authorized to incur any oBTIg~ons binding the Participants without their respective consents thereto SECTION VII That it is intended that the Authority be a duly const tuted authority and instrumentality of the Cities and other political subdivisions that become a party to the Interlocal Agreement, with the power to act on their behalf within the meaning of regulations and revenue rulings of the Treasury Department of the Internal Revenue Service of the United States promulgated under Sections 103 and 115 of the Internal Revenue Code of 1986, as amended, all in accordance with the Interlocal Agreement PAGE 2 SECTION VIII That this City Council hereby approves the initial Bylaws for the Corporation in substantially the form and substance attached hereto as Exhibit C SECTION IX That this Ordinance shall take effect immedi- ately rom an after its adoption ,RAY "STEPS," MAYOR ATTEST JE I'h ALTERS, CITY SECRFTIYY APPROVED AS TO LEGAL FORM DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY BY ALA 04 U PAGE 3 EXHIBIT A STATE OF TEXAS § INTERLOCAL AGREEMENT COUNTY OF DENTON § This INTERLOCAL AGREEMENT (together with any amendments and supplements hereto, the or this "Agreement'), dated as of much 1, 1988, executed by and among the CITY OF DENTON, TEXAS ("Denton'), the CITY OF LEWISVILLE, TEXAS ("Lewisville") and any other political subdivision of the State of Texas that becomes a party hereto in accordance with the terms hereof WITNESSETH WHEREAS, Denton and Lewisville (the "Initial Cities") are authorized by the Interiocal Cooperation Act (the "Interlocal Act'), Article 4413 (320, Vernon's Texas Civil Statutes, as amended, to enter into cooperative agreements among themselves, and with and among other political subdivisions, for the purpose of fulfilling and implementing their respective public and governmental purposes, needs, objectives and programs, and WHEREAS, the Initial Cities have determined that economy and efficiency can be achieved through the establishment and administration of a cooperative program (the "Program") to provide for the planning, development, design, coordination and financing of needed public water supply and wastewater treatment and discharge facilities on a regional basis, and WHEREAS, Initial Cities have additionally determined that other political subdivisions that are qualified to do so under the Interlocal Act should be permitted to join with them as parties to this Agreement in order to enhance and fulfill the purposes of the Interlocal Act and their own respective public purposes by participating in the Program (the Initial Cities and such other additional parties hereto being herein collectively referred to as the "Participants'), and WHEREAS, the Initial Cities agree, and each additional political subdivision that becomes a Participant by its acceptance hereof assents, to the creation and designation of a non-profit corporation under the Texas Non-Profit Corporation Act, Article 1396-101, et seq , Vernon's Texas Civil Statutes, as amended, to function as the administrative agency and instrumentality of the Initial Cities, and as the administrative agency of the Participants under the Interlocal Act in implementing the Program and performing the functions specified herein, NOW, THEREFORE, the Initial Cities, and such additional political subdivisions as assent hereto, have agreed and hereby do agree, as follows, to-wit Section 1 Creation anc ruraoses Initial Cities hereby agree to cause the Pro and for the benefit of the other Participants (a) The benefit (b) The Program shall be implemented and administered in accordance with and subject to the terms of this Agreement 0IGO N/1 (c) The purposes of the Program are to provide for the planning, development, design, coordination and financing of needed public water supply and wastewater treatment and discharge facilities for the Participants on a regional basis (d) The Program will be funded by contributions from lawfully available and budgeted funds, by the Participants in accordance with formulas developed by the Authority and approved and accepted by each Participant, and by grants from public or private sources Section 2 Creation Powers and Duties of Administrative Agency (a) It is agreed that the hutial Cities shall authorize the creation of a non-profit corporation and instrumentality (the "Authority") under the Texas Non-Profit Corporation Act (b) The Initial Cities and the other Participants designate the Authority as their administrative agency under the Interlocal Act to perform the following services and functions, to-wit W to prepare, develop the Program, including the preparation of plans, designs, needed legislation and such other proposals as may permit its full implementation, and to submit the same for review and approval of the Participants, (u) to designate and retain the services of an executive director or administrator, financial advisors, legal counsel, engineers and other professionals thought necessary to the Program, (ill) to prepare an annual budget and to submit the same to the Participants for review and approval, and (iv) to perform any functions and duties imposed by it under the terms of any contract or other agreement to which it is a party Section 3 Obligations of Participating Political Subdivisions (a) No Participant shall ever be liable to pay or be responsible for the payment of any sum of money to the Authority or to any other Participant or to any other person or party solely by reason of its execution of this Agreement (b) Any obligation of a Participant to pay any money for the purpose of the Program can and shall arise only with the express consent of each Participant which shall be evidenced by official action of the applicable city council or other governing body (c) The assent of a Participant to the terms hereof and its agreement to become a Participant hereunder shall not in any manner obligate such Participant to participate in any funding of the Program or to mcur any monetary obligation of any manner or kind However, failure by a Participant to fund an allocated share of funding of a budget that has been approved by the governing body representing two thuds of the population represented by all Participants shall constitute a withdrawal by that Participant from the Program and this Agreement Section 4 Additional Parties, Withdrawals (a) Any "local government," as defined in the Interlocal Act, may become a party to this Agreement by the A-2 0 160H/5 execution of an Additional Party Agreement substantially in the form and substance attached hereto as Exhibit A (b) Any Participant may withdraw from this Agreement at any time by givuig 30 day's written notice to the other Participants Section 5 Public Meetings and Records All meetings of the Board of Directors of the Authority shall be open to the public and all records of the Authority shall be open to public inspection Section 6 Term The term of this Agreement shall be one year from the date hereof and shall automatically be renewed for one year on each anniversary of the commencement date, except with respect to any Participant that may have withdrawn herefrom in accordance with Section 4 hereof Section 7 Other Governmental Programs The execution of this Agreement by any Participant does not in any manner limit, impair, diminish or affect its right or power to participate in any other governmental programs by interlocal agreement or otherwise Section 8 Acceptance By Authority After the creation of the Authority in accordance herewith, this Agreement shall be submitted to the Authority for its approval, acceptance and agreement as hereinbelow provided, after the execution of which, this Agreement shall be in full force and effect EXECUTED AND DELIVERED initially by and between the Initial Cities on and as of the day and year first above written CITY OF DENTON, TEXAS ATTEST y' By 611 I Mayor City ecretary A-3 0 160 H/6 CITY OF LEWISVILLE, TEXAS By Mayor ATTEST City Secretary A-4 0160 H/7 Acceptance By Authority The Upper Trinity Municipal Water Authority, Inc hereby accepts the terms and provisions of the above and foregoing Agreement and agrees to be bound thereby to the extent required therein, all on and as of this day of , 1988 UPPER TRINITY MUNICIPAL WATER AUTHORITY, INC [SEAL] By President ATTEST Secretary A-5 016OH/B Exhibit A Additional Party Agreement The below named political subdivision of the State of Texas, acting by and through the undersigned duly authorized officer(s), by this instrument agrees to become a Participant under, but strictly subject to, the terms and provisions of that certain Interlocal Agreement, dated as of , and initially executed by and among the City of Denton and the City of Lewisville, Texas Executed this day of , 1988 (District) (City) (County) (etc ) By Duly Authorized Officer 0160 H/9 EXHIBIT B ARTICLES OF INCORPORATION OF UPPER TRINITY MUNICIPAL WATER AUTHORITY, INC We, the undersigned natural persons, each of whom is qualified as an incorporator of a corporation under the Texas Non-Profit Corporation Act, Article 1396-1 01 et seq , Vernon's Annotated Texas Civil Statutes, as amended (the "Act'), do hereby adopt the following Articles of Incorporation for such corporation ARTICLE I The name of the Corporation is "Upper Trinity Municipal Water Authority, Inc " (the "Corporation") ARTICLE II The Corporation is a nonprofit corporation ARTICLE III The duration of the Corporation is perpetual ARTICLE IV The Corporation is organized for the purposes of assisting the Cities of Denton and Lewisville, and other participating political subdivisions in the establishment, development and administration of the regional water supply and wastewater treatment and discharge program (the "Program") contemplated by that certain Interlocal Agreement (the "Interlocal Agreement'), dated as of March 1, 1988, initially among the Cities of Denton and Lewisville, and among any other political subdivisions that become a party thereto (the "Participants'), all to be done as the duly constituted authority of the Participants The Corporation may exercise all powers granted under the Act The Participants shall never be liable for the payment of any liabilities or obligations of the Corporation, except and only to the extent that a Participant might by express, separate agreement, as evidenced by official action of the applicable governing body, become obligated to make payments for services obtained or acquired for its own uses and purposes under the Program ARTICLE V The Corporation shall have no members and is a nonstock corporation ARTICLE VI The street address of the initial registered office of the corporation is 215 E McKinney St , Denton, Texas 76201, and the name of the initial registered agent at such address is R E Nelson 0160H/10 ARTICLE VII All powers of the Corporation shall be vested in a Board of Directors, each of whom shall be appointed by the respective governing bodies of the Participants in accordance with the bylaws of the Corporation The number and method of selection of the members of the Board of Directors, except for the initial Board of Directors, and the terms of office shall be fixed by the bylaws of the Corporation consistent with the Act The Directors shall serve without compensation except that they may be reimbursed for their actual expenses incurred in the performance of thew official duties Ali other matters pertaining to the internal affairs of the Corporation shall be governed by the bylaws of the Corporation so long as such bylaws are not inconsistent with these Articles of Incorporation or any law Such bylaws and any amendments thereto shall be approved by the respective governing bodies of the Participants The initial Board of Directors shall serve until their successors are selected in accordance with the bylaws ARTICLE VIII The number of directors constituting the initial Board of Directors is 8 The names and addresses of the initial directors are NAME Austin Adams Steven L Bacchus Don Cline Tim Fisher Martin Hichbaugh R E Nelson Dick Sellars Tommy Turner ADDRESS 122 Brookdale Lewisville, Texas 75067 151 West Church Lewisville, Texas 75067 1945 Jackson Road Carrollton, Texas 75006 1123 Fort Worth Drive Denton, Texas 76201 501 N Shady Shores Lake Dallas, Texas 75065 215 East McKinney Denton, Texas 100 East Main Pilot Point, Texas 76258 5576 North Colony Road City of The Colony, Texas 75056 B-2 016OH/11 ARTICLE IX The names and street addresses of the incorporators, each of whom is a citizen of the State of Texas and is at least 18 years old, are NAME ADDRESS Lloyd V Harrell 215 East McKinney Denton, Texas 76201 Charles R Owens 151 West Church Lewisville, Texas 75067 John F McGrane 215 East McKinney Denton, Texas 76201 ARTICLE X On April 5, 1988 and April 4, 1988, the governing bodies respectively, of the City of Denton and Lewisville duly adopted an ordinance approving the form and substance of these Articles of Incorporation, approving the creation of the Corporation, and authorizing the Corporation to act on their behalf to further the public purposes stated in the ordinance and these Articles of Incorporation ARTICLE XI These Articles of Incorporation may at any time and from time to time be amended in the manner provided in the Act with the approval of the governing bodies of the Participants, provided that these Articles of Incorporation may not be amended in any manner that will adversley affect the rights of any Participants under the Interlocal Agreement ARTICLE XII No dividends shall ever be paid by the Corporation and no part of its net earnings (beyond that necessary for retirement of the indebtedness of the Corporation or to implement the public purposes of the Participants for which the Corporation has been created) shall be distributed to or inure to the benefit of its directors or officers or any private person, firm, corporation or association except in reasonable amounts for services rendered In the event the Board of Directors of the Corporation shall determine that sufficient provision has been made for the full payment of the expenses and other obligations of the Corporation issued to finance all or part of the cost of the Program, then any net earnings of the Corporation thereafter accruing with respect to the Program shall be paid to the Participants No substantial part of the Corporation's activities shall be carrying on propaganda, or otherwise attempting to influence legislation, and it shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office B-3 0160 H/12 ARTICLE XIII If the Corporation ever should be dissolved when it has, or is entitled to, any interest in any funds or property of any kind, real, personal or mixed, such funds or property or rights thereto shall not be transferred to private ownership but shall be transferred and delivered to, and shall vest in, the Participants after satisfaction or provision for satisfaction of debts and claims have been made, as authorized by Article 1396-6 02A (3) of the Act IN WITNESS WHEREOF, we have hereunto set our hands this Incorporator Incorporator Incorporator B-4 0160H/13 STATE OF TEXAS § COUNTY OF DENTON § I, the undersigned, a Notary Public of the State of Texas, do hereby certify that on this day of , personally appeared before me , who, being by me first duly sworn, declared that (he)(she) is the person who signed the foregoing document as an incorporator and that the statements therein contained are true IN WITNESS WHEREOF, I have hereunto set my hand and seal the date and year above written Notary Public, State of Texas My Commission Expires [SEAL] STATE OF TEXAS § § COUNTY OF DENTON § I, the undersigned, a Notary Public of the State of Texas, do hereby certify that on this day of , personally appeared before me , who, being by me fast duly sworn, declared that (he)(she) is the person who signed the foregoing document as an incorporator and that the statements therein contained are true IN WITNESS WHEREOF, I have hereunto set my hand and seal the date and year above written Notary Public, State of Texas My Commission Expires [SEAL] B-5 0160X/14 STATE OF TEXAS § § COUNTY OF DENTON § I, the undersigned, a Notary Public of the State of Texas, do hereby certify that on this day of , personally appeared before me , who, being by me first duly sworn, declared that (he)(she) is the person who signed the foregoing document as an incorporator and that the statements therein contained are true IN WITNESS WHEREOF, I have hereunto set my hand and seal the date and year above written Notary Public, State of Texas My Commission Expires [SEAL] B-6 O160H/15 EXHIBIT C BYLAWS OF UPPER TRINTY MUNICIPAL WATER AUTHORITY, INC ARTICLE I POWERS AND PURPOSES Section 1 1 Issuance of Obligations, Financing of Program The Corporation may not borrow money or issue obligations of any kind without the consent of all Participants, as defined in the Articles of Incorporation Funding of the Corporation shall be by contributions from the Participants and from grants or donations from public or private sources Section 12 Books and Records, Review of Financial Statements The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors All books and records of the Corporation may be inspected by any director or his or her agent or attorney for any proper purpose at any reasonable time, and at all times the Participants will have access to the books, records and financial statements of the Corporation Section 13 Staff Functions Staff functions for the Corporation may be performed by a staff director or administration retained by the Board or by such others of the Board shall direct the City, as directed by the Governing Body, and the City, from Program fees collected by it, may reimburse itself for the costs for such services as from time to time are performed by the City for the Corporation Section 14 Powers in General The Corporation may exercise all powers granted under the Texas Non-Profit Corporation Act, as amended (the "Act"), consistent with its Articles of Incorporation, provided that, the Corporation may not take any action that will adversely affect the right of any party to the Interlocal Agreement, dated as of March 1, 1988, initially between the Cities of Denton and Lewisville, Texas ARTICLE II BOARD OF DIRECTORS Section 2 1 Appointment Powers Number and Term of Office The Board of Directors shall exercise all of the powers of the Corporation, subject to the restrictions imposed by law, the Articles of Incorporation and these Bylaws The permanent Board of Directors shall consist of 8 directors They shall be appointed by the Governing Bodies of the Participants from a list of nominees provided to the Governing Bodies by the Steering Committee of the Denton County Water and Wastewater Study C-1 0160H/16 At the fast meeting of the Board of Directors following the incorporation of the Corporation, all Directors shall draw lots numbered from 1 to 8, inclusive, to determine whether they serve an intial term of one or two years Those Directors drawing lots numbered 1, 3, 5 and 7 shall serve for an initial term of one year and those Directors drawing lots numbered 2, 4, 6 and 8 shall serve for an initial term of two years After the initial terms of the office described in the immediately preceding sentence expire, all Directors shall serve a two-year term The directors constituting the initial Board of Directors shall be those directors named in the Articles of Incorporation Any director may be removed from office at any time by the Governing Bodies, for cause or at will Any vacancies occurring in the Board of Directors shall be filled by appointment by the Governing Bodies from a list of nominees provided to the Governing Bodies by the Steering Committee of the Denton County Water and Wastewater Study Section 2 2 Meetings of Directors in General The Board of Directors may hold its meetings at any place authorized by the Act, as the Board of Directors may from time to time determine, provided that, in the absence of any such determination by the Board of Directors, the meetings shall be held at the principal office of the Corporation The Board of Directors shall conduct its meetings in accordance with the requirements of the Act Section 2 3 Regular Meetings Regular meetings of the Board of Directors shall be held at such times and places as shall be designated, from time to time, by resolution of the Board of Directors Notice of regular meetings need not be given to directors, but if notice is required by law to be given to anyone else, such notice will be given in the manner prescribed by law Section 2 4 Special Meetings Special meetings of the Board of Directors shall be held whenever called by the president, by the secretary or by a majority of the directors then in office The secretary shall give notice to each director of each special meeting in person, or by mail, telephone or telegraph, at least two hours before the meeting Notice required by law to be given to anyone else shall be given in the manner prescribed by law Unless otherwise indicated in the notice thereof, any and all matters pertaining to the purposes of the Corporation may be considered and acted upon at a special meeting At any meeting at which every director is present, even though without any notice, any matter pertaining to the purpose of the Corporation may be considered and acted upon Section 2 5 Quorum A majority of the directors fixed by these Bylaws shall constitute a quorum for the consideration of matters pertaining to the purposes of the Corporation The act of a majority of the directors present at a meeting at which a quorum is in attendance shall constitute the act of the Board of Directors, unless the act of a greater number is required by law Section 2 6 Conduct of Business At the meetings of the Board of Directors, matters pertaining to the purposes of the Corporation shall be considered in such order as from time to time the Board of Directors may determine C-21 0160H/17 Section 2 7 Compensation of Directors Directors shall not receive any compensation for their services as directors except that they shall be reimbursed for their actual expenses incurred In the performance of their official duties ARTICLE III OFFICERS Section 3 1 Titles and Term of Office The officers of the Corporation shall be a president, a vice president, a secretary and a treasurer, and such other officers as the Board of Directors may from time to time elect or appoint One person may hold more than one office, except that the president shall not hold the office of secretary Each officer shall be appointed by a majority vote of the directors then in office and shall hold office for a term of 2 years or until his or her successor is elected or appointed All officers shall be subject to removal from office with or without cause at any time by a majority vote of the directors then in office A vacancy in any office shall be filled by appointment by a majority vote of the directors then in office Section 3 2 President The president shall be the chief executive officer of the Corporation, and, subject to the control of the Board of Directors, the president shall be in general charge of the properties and affairs of the Corporation, the president shall preside at all meetings of the Board of Directors, in furtherance of the purposes of this Corporation, the president may sign and execute all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments in the name of the Corporation Section 3 3 Vice President The vice president shall have such powers and duties as may be assigned by the Board of Directors and shall exercise the powers of the president during the president's absence or inability to act Any action taken by the vice president in the performance of the duties of the president shall be conclusive evidence of the absence or Inability of the president to act at the time such action was taken Section 3 4 Treasurer The treasurer shall have custody of all the funds and securities of the Corporation that come into his or her hands When necessary or proper, the treasurer may sign or endorse, on behalf of the Corporation, for collection or payment, checks, notes and other obligations and shall deposit any funds received to the credit of the Corporation in such bank or banks or depositories as shall be designated by the Board of Directors, whenever required by the Board of Directors, the treasurer shall render a statement of the treasurer's cash account, the treasurer shall enter or cause to be entered regularly in the books of the Corporation to be kept by the treasurer for that purpose full and accurate amounts of all monies received and paid out on account of the Corporation, the treasurer shall perform all vets incident to the position of treasurer subject to the control of the Board of Directors, the treasurer, if required by the Board of Directors, shall give such bond for the faithful discharge of his or her duties in such form as the Board of Directors may require Section 3 5 Secret -.The secretary shall keep the minutes of all meetings of the Board of Directors in books provided for that purpose, the secretary shall attend to the giving and serving of all notices, in furtherance of the purposes of this Corporation, the secretary may sign with the president in the name of the C-3 Corporation, or attest the signature thereto, all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments of the Corporation, the secretary shall have charge of the corporate books, records and securities of which the treasurer shall have custody and charge, and such other books and papers as the Board of Directors may direct, all of which shall at all reasonable times be open to inspection upon application at the office of the Corporation during business hours, and the secretary shall in general perform all duties incident to the office of secretary subject to the control of the Board of Directors in the absence of the secretary, the president may appoint any person other than the president, to act as secretary during such absence Section 3 6 Compensation Officers shall not receive any compensation for their services as officers except that they shall be reimbursed for their actual expenses incurred in the performance of their official duties ARTICLE IV Section 4 1 Budget Approval by Participants The budget of the Corporation and any amendments thereto shall be submitted to the Governing Bodies of the Participants by the Board of Directors The Governing Bodies of the Participants shall review and approve such budget and any amendments thereto before it becomes effective Section 4 2 Formula Contributions by Participants The amount and frequency of contributions to be made to the Corporation by the Participants shall be determined by mutual agreement of the Participants ARTICLE V PROVISIONS REGARDING BYLAWS Section 5 1 Effective Date These Bylaws shall become effective only upon the occurrence of the following events (1) the approval of these Bylaws by the Governing Bodies, and (2) the adoption of these Bylaws by the Board of Directors Section 5 2 Amendments to Bylaws These Bylaws may be amended at any time and from time to time either by majority vote of the directors then in office with approval of the governing bodies representing two thirds of the population comprising all of the Participants Section 5 3 Interpretation of Bylaws These Bylaws shall be liberally construed to effectuate the purposes set forth herein If any word, phrase, clause, sentence, paragraph, section or other part of these Bylaws, or the application thereof to any person or circumstance, shall ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of these Bylaws and the C-4 0160H/19 application of such word, phrase, clause, sentence, paragraph, section or other part of these Bylaws to any other person or circumstance shall not be affected thereby ARTICLE VI GENERAL PROVISIONS Section 6 1 Principal Office The principal office of the Corporation shall be located at 215 E McKinney, Denton, Texas 76201 Section 6 2 Fiscal Year The fiscal year of the Corporation shall be as determined by the Board of Directors Section 6 3 Seal The seal of the Corporation shall be as determined by the Board of Directors Section 6 4 Notice and Waiver of Notice Whenever any notice whatsoever is required to be given to the Board of Directors under the Act, the Articles of incorporation or these Bylaws, such notice shall be deemed to be sufficient if given by depositing it in a post office box in a sealed postpaid wrapper addressed to the person entitled thereto at his or her post office address, as it appears on the books of the Corporation, and such notice shall be deemed to have been given on the day of such mailing Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully palled or convened A waiver of notice in writing, signed by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice of such meeting, unless required by the Board of Directors If any notice whatsoever is required to be given to the public by law, such notice shall be given in the manner prescribed by law Section 6 5 Approval of the Governing Body To the extent these Bylaws refer to any approval or other action to be taken by a Participant, such approval or action shall be evidenced by a certified copy of a resolution, order or motion duly adopted by the governing body of the Participants Section 6 6 Action Without a Meeting of Directors Any action that may be taken at ,a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by all of the directors then in office Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any articles or document filed with the Secretary of State or any other person C-5 0 160 H/20 AMS-CH the jState of Texas Aerretarg of State CERTIFICATE OF INCORPORATION OF UPPER TRINITY MUNICIPAL WATER AUTHORITY9 INC. CHARTER NUMBER 01074786 THE UNDERSIGNEDs AS SECRETARY OF STATE OF THE STATE OF TEXAS9 HEREBY CERTIFIES THAT ARTICLES OF INCORPORATION FOR THE ABOVE CORPORATIONS DULY SIGNED AND VERIFIED HAVE BEEN RECEIVED IN THIS OFFICE AND ARE FOUND TO CONFORM TO LAW. ACCORDINGLY THE UNDERSIGNED9 AS SUCH SECRETARY OF STATES AND BY VIRTUE OF THE AUTHORITY VESTED IN THE SECRETARY BY LANs HEREBY ISSUES THIS CERTIFICATE OF INCORPORATION AND ATTACHES HERETO A COPY OF THE ARTICLES OF INCORPORATION. ISSUANCE OF THIS CERTIFICATE OF INCORPORATION DOES NOT AUTHORIZE THE USE OF A CORPORATE NAME IN THIS STATE IN VIOLATION OF THE RIGHTS OF ANOTHCR UNDER THE FEDERAL TRADEMARK ACT OF 19469 THE TEXAS TRADEMARK LAWS THE ASSUMED BUSINFSS OR PROFESSIONAL NAME ACT OR THE COMMON LAW. DATED APR. 229 1988 i c~.t.. M kc Secretary of State FILED In the Ottice of the SeCTO p "i c, , v " r ARTICLES OF INCORPORATION APR 2? 1988 OF UPPER TRINITY MUNICIPAL WATER AUTHORITY, INC Corporations Section We, the undersigned natural persons, each of whom is qualified as an mcorporator of a corporation under the Texas Non-Profit Corporation Act, Article 1396-1 01 et seq , Vernon's Annotated Texas Civil Statutes, as amended (the "Act"), do hereby adopt the following Articles of Incorporation for such corporation ARTICLE I The name of the Corporation is "Upper Trinity Murucipal Water Authority, Inc " (the "Corporation") ARTICLE II The Corporation is a nonprofit corporation ARTICLE III The duration of the Corporation is perpetual ARTICLE IV The Corporation is organized for the purposes of assisting the Cities of Denton and Lewisville, and other participating political subdivisions in the establishment, development and administration of the regional water supply and wastewater treatment and discharge program (the "Program") contemplated by that certain Interlocal Agreement (the "Interlocal Agreement'), dated as of March 1, 1988, initially among the Cities of Denton and Lewisville, and among any other political subdivisions that become a party thereto (the "Participants'), all to be done as the duly constituted authority of the Participants The Corporation may exercise all powers granted under the Act The Participants shall never be liable for the payment of any liabilities or obligations of the Corporation, except and only to the extent that a Participant might by express, separate agreement, as evidenced by official action of the applicable governing body, become obligated to make payments for services obtained or acquired for its own uses and purposes under the Program ARTICLE V The Corporation shall have no members and is a nonstock corporation ARTICLE VI The street address of the initial registered office of the corporation is 215 E McKinney St , Denton, Texas 76201, and the name of the initial registered agent at such address is R E Nelson 0160 X/E9 ARTICLE VII All powers of the Corporation shall be vested in a Board of Directors, each of whom shall be appointed by the respective governing bodies of the Participants in accordance with tile bylaws of the Corporation The number and method of selection of the members of the Board of Directors, except for the initial Board of Directors, and the terms of office shall be fixed by the bylaws of the Corporation consistent with the Act The Directors shall serve without compensation except that they may be reimbursed for their actual expenses incurred in the performance of their official duties All other matters pertaining to the internal affairs of the Corporation shall be governed by the bylaws of the Corporation so long as such bylaws are not inconsistent with these Articles of Incorporation or any law Such bylaws and any amendments thereto shall be approved by the respective governing bodies of the Participants The Initial Board of Directors shall serve until their successors are selected in accordance with the bylaws ARTICLE VIII The number of directors constituting the initial Board of Directors is 8 The names and addresses of the initial directors are NAME Austin Adams Steven L Bacchus Don Cline Tim Fisher Martin Highbaugh R E Nelson Dick Sellars Tommy Turner ADDRESS 122 Brookdale Lewisville, Texas 75067 151 West Church Lewisville, Texas 75067 1945 Jackson Road Carrollton, Texas 75006 1123 Fort Worth Drive Denton, Texas 76201 501 N Shady Shores Lake Dallas, Texas 75065 215 East McKinney Denton, Texas 100 East Main Pilot Point, Texas 76258 5576 North Colony Road City of The Colony, Texas 75056 -2- 0160X/30 ARTICLE IX The names and street addresses of the incorporators, each of whom is a citizen of the State of Texas and is at least 18 years old, are NAME ADDRESS Lloyd V Harrell 215 East McKinney Denton, Texas 76201 Charles R Owens 151 West Church Lewisville, Texas 75067 John F McGrane 215 East McKinney Denton, Texas 76201 ARTICLE X On March 1, 1988 and March 7, 1988, the governing bodies respectively, of the City of Denton and Lewisville duly adopted an ordinance approving the form and substance of these Articles of Incorporation, approving the creation of the Corporation, and authorizing the Corporation to act on their behalf to further the public purposes stated in the ordinance and these Articles of Incorporation ARTICLE XI These Articles of Incorporation may at any time and from time to time be amended in the manner provided in the Act with the approval of the governing bodies of the Participants, provided that these Articles of Incorporation may not be amended in any manner that will adversley affect the rights of any Participants under the Interlocal Agreement ARTICLE XII No dividends shall ever be paid by the Corporation and no part of its net earnings (beyond that necessary for retirement of the indebtedness of the Corporation or to implement the public purposes of the Participants for which the Corporation has been created) shall be distributed to or inure to the benefit of its directors or officers or any private person, firm, corporation or association except in reasonable amounts for services rendered In the event the Board of Directors of the Corporation shall determine that sufficient provision has been made for the full payment of the expenses and other obligations of the Corporation issued to finance all or part of the cost of the Program, then any net earnings of the Corporation thereafter accruing with respect to the Program shall be paid to the Participants No substantial part of the Corporation's activities shall be carrying on propaganda, or otherwise attempting to influence legislation, and it shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office -3- 0160X/71 ARTICLE XIII If the Corporation ever should he dissolved when it has, or is entitled to, any interest in any funds or property of any kind, real, personal or mixed, such funds or property or rights thereto shall not be transferred to private ownership but shall be transferred and delivered to, and shall vest in, the Participants after satisfaction or provision for satisfaction of debts and claims have been made, as authorized by Article 1396-6 02A (3) of the Act ITTSS WHEREOF, we have hereunto set our hands this Apa, _1,t 4~d L AM&a9z Incorporator -4- 0160 H/22 STATE OF TEXAS § COUNTY OF DENTON § 1, the undersigned, a No ary Public of the State of Texas, do hereby certify that on this 1z day of /9921 , personally appeared before me O_hg sS , wh , being by me first duly sworn, declared that (he)(she) is the person who signed the foregoing document as an incorporator and that the statements therein contained are true IN WITNESS WHEREOF, I have hereunto set my hand and seal the date and year above written Q Notar ubl►c, State of Texas My Commission Expires 3 g` 9a, [SEAL] STATE OF TEXAS COUNTY OF DENTON § I, the un er~]gT~ed, a Notar Public of tJi tate of Texas, do hereby certify that this YY^^'' day of y , personally appeared before me who, being by me first duly sworn, de a at (he)(she) is the person who signed the foregoing document as an incorporator and that the statements therein contained are true IN WITNESS WHEREOF, I have hereunto set my hand and seal the date and year above written of Public, State of Texas My Commission Expires i /0 [SEAL] 4. i ► a JC1 of)j'F/ PUNIC E 41~ I Public lll... . ST,Jh OF TEXAS My Comm Exp Aug la 1880 -5- 0160 X/0J STATE OF TEXAS COUNTY OF DENTON 1, the un a tgned, a that me t is Wsy o decl that (he)(she) is mco porator and that the st IN WITNESS WHERE year above written My Commission Expires Notary P STATE OF 5 Pqb tc o 1e State of Texas, do hereby certify personally appeared before who, being by me first duly sworn, person who signed the foregoing document as an ,ents therein contained are true ,1 have hereunto set my hand and seal the date and A A.4 Not Publi State of Texas My Comm Exp Aug 14~ lm -6- 0160X/]4 BYLAWS OF UPPER, MUNICIPAL WATER AUTHORITY, INC ARTICLE I S AND PURPOSES Section 11 Issuanc may not borrow money or Participants, as defined in i shall be by contributions I public or private sources Section 12 Books a Corporation shall keep corre< also keep minutes of the prod any of the authority of th Corporation may be inspected proper purpose at any reasoi access to the books, records a Obligations, Financing of Program The Corporation ue obligations of any kind without the consent of all Articles of Incorporation Funding of the Corporation i the Participants and from grants or donations from Records, Review of Financial Statements The and complete books and records of account and shall hngs of its Board of Directors and committees having Board of Directors All books and records of the V any director or his or her agent or attorney for any ile time, and at all times the Participants will have financial statements of the Corporation Section 13 Staff F etions Staff functions for the Corporation may be performed by a staff direeto or administration retained by the Board or by such others of the Board shall direc the City, as directed by the Governing Body, and the City, from Program fees coll cted by it, may reimburse itself for the costs for such services as from time to time tre performed by the City for the Corporation Section 14 Power: granted under the Texas consistent with its Articles take any action that will Agreement, dated as of Ms Lewisville, Texas General The Corporation may exercise all powers n-Profit Corporation Act, as amended (the "Act"), Incorporation, provided that, the Corporation may not ersely affect the right of any party to the Interlocal 1, 1988, initially between the Cities of Denton and ARTICLE 11 Section 2 1 Appoin t Directors shall exercise a restrictions imposed by law, The permanent Board appointed by the Governing provided to the Governing B Water and Wastewater Study BOARD OF DIRECTORS t, Powers, Number and Term of Office The Board of f the powers of the Corporation, subject to the Articles of Incorporation and these Bylaws Df Directors shall consist of 8 directors They shall be Bodies of the Participants from a list of nominees (dies by the Steering Committee of the Denton County 0 160 X/75 At the fast meeting of the Corporation, all Director determine whether they serve drawing lots numbered 1, 3, those Directors drawing lots n two years After the untie preceding sentence expire, all The directors directors named in the Any director may be Bodies, for cause or at will be filled by appointment by I the Governing Bodies by the Wastewater Study Section 2 2 Meetme hold its meetings at any pla< from time to time determin by the Board of Directors, 1 Corporation The Board of the requirements of the Act Section 2 3 Reeu] shall be held at such time resolution of the Board of directors, but if notice is be given in the manner pn Section 2 4 Snecia shall be held whenever cal the directors then in office The secretary shall g person, or by mail, telephoi Notice required by law to I prescribed by law Unless matters pertaining to the pt upon at a special meeting though without any notice, i may be considered and acted Section 2 5 Quorum constitute a quorum for the the Corporation The act which a quorum is in attend unless the act of a greater ni Section 2 6 Condu matters pertaining to the order as from time to time the Board of Directors following the incorporation of shall draw lots numbered from 1 to 8, inclusive, to an initial term of one or two years Those Directors and 7 shall serve for an initial term of one year and inhered 2, 4, 6 and 8 shall serve for an initial term of terms of the office described in the immediately )irectors shall serve a two-year term the initial Board of Directors shall be those removed from office at any time by the Governing ny vacancies occurring in the Board of Directors shall ie Governing Bodies from a list of nominees provided to iteering Committee of the Denton County Water and of Directors in General The Board of Directors may authorized by the Act, as the Board of Directors may provided that, in the absence of any such determination meetings shall be held at the principal office of the erectors shall conduct its meetings in accordance with m s Regular meetings of the Board of Directors .aces as shall be designated, from time to time, by s Notice of regular meetings need not be given to 1 by law to be given to anyone else, such notice well by law Special meetings of the Board of Directors president, by the secretary or by a majority of notice to each director of each special meeting in or telegraph, at least two hours before the meeting given to anyone else shall be given in the manner herwise indicated in the notice thereof, any and all pses of the Corporation may be considered and acted any meeting at which every director is present, even matter pertaining to the purpose of the Corporation A majority of the directors fixed by these Bylaws shall onsideration of matters pertaining to the purposes of a majority of the directors present at a meeting at ice shall constitute the act of the Board of Directors, giber is required by law Business At the meetings of the Board of Directors, poses of the Corporation shall be considered in such Board of Directors may determine -2- 0160 H/06 Section 2 7 C compensation for their their actual expenses u ation of Directors Directors shall not receive any es as directors except that they shall be reimbursed for in the performance of their official duties ARTICLE III OFFICERS Section 3 1 Titles si be a president, a vice preside as the Board of Directors in hold more than one office, secretary Each officer shal office and shall hold office elected or appointed All officers shall be any time by a majority vote A vacancy in any of the directors then in office Section 3 2 Presiden the Corporation, and, subject shall be in general charge president shall preside at all the purposes of this Corpor conveyances, franchises, bo instruments in the name of tt Term of Office The officers of the Corporation shall t, a secretary and a treasurer, and such other officers i from time to time elect or appoint One person may xcept that the president shall not hold the office of be appointed by a majority vote of the directors then in or a term of 2 years or until his or her successor is t to removal from office with or without cause at directors then in office shall be filled by appointment by a majority vote of The president shall be the chief executive officer of to the control of the Board of Directors, the president 3f the properties and affairs of the Corporation, the meetings of the Board of Directors, in furtherance of tion, the president may sign and execute all contracts, ids, deeds, assignments, mortgages, notes and other Section 3 3 Vice President The vice president shall have such powers and duties as may be assigned by he Board of Directors and shall exercise the powers of the president during the pre ident's absence or inability to act Any action taken by the vice president in the rformance of the duties of the president shall be conclusive evidence of the absence or inability of the president to act at the time such action was taken Section 3 4 Treasure securities of the Corporate proper, the treasurer may collection or payment, chec received to the credit of th shall be designated by the Directors, the treasurer shal treasurer shall enter or eau to be kept by the treasurer received and paid out on ac acts incident to the positic Directors, the treasurer, if for the faithful discharge of may require The treasurer shall have custody of all the funds and i that come into his or her hands When necessary or sign or endorse, on behalf of the Corporation, for s, notes and other obligations and shall deposit any funds Corporation in such bank or banks or depositories as loard of Directors, whenever required by the Board of render a statement of the treasurer's cash account, the > to be entered regularly in the books of the Corporation m that purpose full and accurate amounts of all monies ount of the Corporation, the treasurer shall perform all ~ of treasurer subject to the control of the Board of required by the Board of Directors, shall give such bond its or her duties in such form as the Board of Directors Section 3 5 Secretari The secretary shall keep the minutes of all meetings of the Board of Directors i books provided for that purpose, the secretary shall attend to the giving and se ing of all notices, in furtherance of the purposes of this Corporation, the secretary may sign with the president in the name of the -3- Corporation, or attest the sip bonds, deeds, assignments, Corporation, the secretary s securities of which the treasi and papers as the Board of D times be open to inspection i business hours, and the secre office of secretary subject to ature thereto, all contracts, conveyances, franchises, mortgages, notes and other instruments of the 11 have charge of the corporate books, records and er shall have custody and charge, and such other books >etors may direct, all of which shall at all reasonable on application at the office of the Corporation during ry shall in general perform all duties incident to the ie control of the Board of Directors In the absence of the secretary, the president may appoint any person other than the president, to act as secretary during such absence Section 3 6 Com ens tion Officers shall not receive any compensation for their services as officers a cept that they shall be reimbursed for their actual expenses incurred in the performance of their official duties ARTICLE IV Section 4 1 The budget of the C( to the Governing Bodies Governing Bodies of the PE amendments thereto before Section 4 2 The amount and the Participants shall be oration and any amendments thereto shall be submitted the Participants by the Board of Directors The cipants shall review and approve such budget and any becomes effective of contributions to be made to the Corporation by d by mutual agreement of the Participants ARTICLE V REGARDING BYLAWS Section 5 1 E the occurrence of the (1) the approval (2) the adoption Section 5 2 Ai time and from time -l with approval of the comprising all of the F Section construed to of sentence, paragra to any person or any court of late These Bylaws shall become effective only upon events these Bylaws by the Governing Bodies, and these Bylaws by the Board of Directors to Bylaws These Bylaws may be amended at any er by majority vote of the directors then in office bodies representing two thirds of the population 53 Interpretation of Bylaw s These Bylaws shall be liberally fectuate the urposes set forth herein if any word, phrase, clause, ph, section or other part of these Bylaws, or the application thereof competent shall ever be held to be invalid or unconstitutional by isdietion, the remainder of these Bylaws and the -4- O160H/06 application of such word, phrase, clause, sentence, paragraph, section or other part of these Bylaws to any other person or circumstance shall not be affected thereby ARTICLE VI GENERAL PROVISIONS Section 6 1 Principal Office The principal office of the Corporation shall be located at 215 E McKinne , Denton, Texas 76201 Section 6 2 determined by the Section 6 3 Seal The Board of Directors Section 6 4 Notice ai is required to be given to tl Incorporation or these Bylaw by depositing it in a post off person entitled thereto at hr of the Corporation, and such of such mailing The fiscal year of the Corporation shall be as of the Corporation shall be as determined by the I Waiver of Notice Whenever any notice whatsoever Board of Directors under the Act, the Articles of such notice shall be deemed to be sufficient if given :e box in a sealed postpaid wrapper addressed to the or her post office address, as it appears on the books notice shall be deemed to have been given on the day Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction f any business on the grounds that the meeting is not lawfully called or convened weaver of notice in writing, signed by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice Neither the business t be transacted at nor the purpose of any regular or special meeting of the Boar of Directors need be specified to the notice of such meeting, unless required byte Board of Directors If any notice whatsoe er is required to be given to the public by law, such rin er prescribed by law notice shall be given m the m Section 6 5 Approval of the Governing Body To the extent these Bylaws refer to any approval or other action to be taken by a Participant, such approval or action shall be evidenced by it certified copy of a resolution, order or motion duly adopted by the governing body of the Participants Section 6 6 Action' taken at a meeting of the consent in writing, setting directors then in office unanimous vote and may be Secretary of State or any of out a Meeting of Directors Any action that may be d of Directors may be taken without a meeting if a th the action to be taken, is signed by all of the consent shall have the same force and effect as a ed as such in any articles or document filed with the person -5- 0160 H/79