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
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(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
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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
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CITY OF LEWISVILLE, TEXAS
By
Mayor
ATTEST
City Secretary
A-4
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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
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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
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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
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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
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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
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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]
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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
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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
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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
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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
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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
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0160 H/79