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1975-023NO 7S'.13 AN ORDINANCE APPROVING THE OPERATING RULES, REGULATIONS AND BYLAWS OF THE TEXAS MUNICIPAL POWER AGENCY, PROVIDING AN EFFECTIVE DATE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS SECTION I That the City Council of the City of Denton hereby approves the Rules, Regulations and Bylaws of the Texas Municipal Power Agency as attached to this Ordinance and labeled Exhibit 1 SECTION II That due to the public urgency and necessity of this Ordin- ance, it shall take effect immediately from and after its passage PASSED AND APPROVED this the 18th day of July, 1975 10, JES ~ J YOR CITY OF DENT , TE ATTEST BjWKS HOLT, CITY SECRETARY C TY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM `r~~a WG~LC ~ 7 -PAUL C ISHAM, CITY ATTORNEY CITY OF DENTON, TEXAS EXHIBIT I RULES, REGULATIONS ANG BYLAWS OF TEXAS MUNICIPAL POWER AGENCY ARTICLE I OFFICES, NOTICES, PUBLIC RECORDS Section I Prince al Office The principal office of the Agency in the State of Texas sha be ocate in the City of Waco, County of McLennan kind may have offices as the Board may designate I Section 2 Notice of MeeIgs_ Written notice of the date, hour, place and subject of each meeting o tie ar~]c and of each Committee shall be given (1) to each member and (2) by furnishing such notice to the Secretary of State of the State of Texas for posting on a bulletin board and (3) by furnishing such notice to the County Clerk of McLennan County for posting on a bulletin board in the County Courthouse, and (4) by posting such notice in Its administrative office. The notice shall be furnished to the Secretary of State and the County Clerk so it may be posted at least 72 hours proceeding the day of the meeting, provided that in the event of an emergency meeting or a meeting caused by urgent public necessity, the notice required to be posted shall be posted at least two hours before the convening of the meeting. Additionally, notice of an emergency meeting shall be given by telephone or telegraph to any news media that has (1) filed a request for such Information at the main office of the Agency and (2) agreed to pay any and all expenses incurred by the Agency in providing such notice A member of the Board or of a Committee may waive issuonce of notice of a meeting to himself by (1) on Instrument In writing (exeeuted before or after the meeting) or (2) by attendance at the meeting. Section 3 Meetings Public. All meetings of the Board or its Committee shall Tie open to t e public, except in cases Involving the appointment, employment, evaluation, reassignment, duties, dliclpime, or dismissal of a public officer or employee or to hear complaints or charges against such officer or employee, unless such officer of employee requests a public hearing, nor shall the Board or any of its Committees be required to deliberate in open meetings regarding the development, or specific occasions for implementation of security personnel or devices The public may be excluded from that pardon of a mertirnh during which a discussion Is had with respc ct to the purchase, exchonge, lease, or value of real property, negotiated contracts for prospective gifts or donations to the Agency, when such discussion would (in the opinion of the Board or Committee) have a detrimental effect on the negotiating position of the Agency as between such body and a third person, firm or corporation. Wherrn v(r any deliberations or any portion of a meeting are closed to the public, no final action, decision, or vote with regard to any matter considered in the closed meting shall be made except in a meeting which is open to the public after notice has been given as herein required All or any part of the proceedings in any public meeting may be recorded by any person in attendance by means of a tape recorder or any other means of sonic reproduction Private consultations between the Agency and its attorney are permitted in those instances in which the Agency seeks the attorney's advice with respect to pending or contemplated litigation, settlement offers, and matters where the duty of counsel to his client, pursuant to the Code of Professional Responsibility of the State finr of Texas, clearly conflicts with the right of the public to have such information under applicable law Section It Custodian of Public Records The General Managers of the Agency i appointed or elected an not, t e Secretary of the Board) shall be the custodian of all public records of the Agency and the Custodian shall be responsible for the preservation and care of such public records It shall be the duty of the custodian of public records to see that the public records are made available for public inspection and copying, that the records are carefully protected and preserved from deterioration, alteration, mutilation, loss, removal, or destruction, and that public records are repaired, renovated, or rebound when necessary to preserve them properly When records are no longer currently in use, it shall be within the discretion of the Agency to determined a period of time for which said records will be preserved Neither the custodian nor his agent who controls the use of public records shall make any inquiry of any person who applies for inspection or copying of public records beyond the purpose of establishing proper identification and the public records being requested, and the custodian or his agent shall give, grant, and extend to the person requesting public records all reasonable comfort and facility for the full exercise of the right to examine and review such records On application for public information to the custodian by any person, the custodian shall promptly produce such information for inspection or duplication, or both, in the offices of the governmental body If the information is in active use or in storage and, therefore, not available at the time a person asks to examine it, the custodian shall certify this fact in writing to the applicant and set a date and hour within a reasonable time when the record will be available Nothing herein shall authorize any person to remove original copies of public records from the offices of the Agency without the written permission of the custodian of the records In the event the custodian of records is of the opinion that the records or information should not be supplied to the person requesting them for review, lie shall within a reasonable time, no later than ten days, after receiving a written request for the records, request a decision from the Attorney General to determine whether the information is privileged The specific information requested shall be supplied to the Attorney General but shall not be disclosed until a final determination has been made No closed or executive meeting or session of the Board or its Committees for any of tliL purposes for which closed or executive meetings or sessions arc authorized shall be held unless such body has first been convened in open meeting or session for which notice has been given and during which open meeting or session the presiding officer has publicly announced that a closed or executive meeting or session will be held and identified the section or sections of Article 6252-17, V A T C S authorizing the holding of such closed or executive session Section S Confidential Records All information collected, assembled, or mamtainec y the gcncy pursuant to law or ordinance or in connection with the transaction of official business is public information and available to the public during normal business hours of the Agency, with the following exceptions only (1) information deemed confidential by law, either Constitutional, statu- tory, or by judicial decision, (2) information in personnel files, the disclosure of which would constitute a clearly unwarranted invasion of personal privacy, provided, however, that all information in personnel files of any individual employee of the Agency is to be made available to that individual employee or his designated representative as is public information, (3) information relating to litigation of a criminal or civil nature and settlement negotiations, to which the State or political subdivision is, or may be, a party, or to which an officer or employee of the State or political subdivision, as a consequence of his office or employment, is or may be a party, that the Attorney General or the respective attorneys of the various political subdrvison has determiend should be withheld from public inspection, (4) information which, if released, would give advantage to competitors or bidders, (5) information pertaining to the location of real or personal property for public purposes prior to public announcement of the project, and information pertaining to appraisals or purchase price of real or personal property for public purposes prior to the formal award of contracts therefor, (6) drafts and working papers involved in the preparation of proposed legislation, (7) matters in which the duty of the Attorney General of Texas or an attorney of a political subdivision, to his client, pursuant to the Rules and Canons of Ethics of the State Bar of Texas are prohibited from disclosure, or which by order of a court are prohibited from disclosure, (8) private correspondence and communications of an elected office holder relating to matters the disclosure of which would constitute an invasion of privacy, (9) trade secrets and commercial or financial information obtained from a person and privileged or confidential by statute or judicial decision, (10) inter-agency or Intro-agency memorandums or letters which would not be available by law to a party other than one in litigation with the Agency, (II) geological and geophysical infnrmation and data including maps concerning wells, except information filed in connection with an application or proceeding before any governmental agency, Section G Char es for Public Records The cost to any person requesting noncerti ie piotoy~apuc repro uctio- n o~Public records comprised of pages up to legal size shall be the some as prescribed by law for copies of documents obtained from the Secretary of State of the State of Texas Charges made for access to public records comprised in any form other than up to standard sired pages or in computer record banks, microfilm records, or other similar record keeping systems, shall be set upon consultation between the custodian of the records and the State Board of Control, giving due consideration to the expenses involved in providing the public records It shall be the policy of the Agency to provide suitable copies of all public recor4 within a reasonable period of time after the date copies were requested ARTICLE II BOARD OF DIRECTORS Section I General Powers The business and affairs of the corporation shall be managed by its tt~oirectors Section 2 Regular Meetings Regular meetings of the Board of Directors shall a ie at I O 00 A on Y of the Agency The Annual Meeting of the Board of Directors shall be held at 10 00 A M on _3 last Thursday in July at the Principal Office of the Agency Section 3 Special Meetings Special meetings of the Board of Directors may 6e F3Tled by or at the request of the President or a majority of the Directors The person or persons authorized to call special meetings of the Board of Directors may fix any place, within the State of Texas, as the place for holding any special meeting of the Board of Directors called by them If no designation is made, the place of the meeting shall be the Principal Office of the Agency Section 4 Quorum Except as provided in Section 5, five of the Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors Section 5 Extraordinary Majority (A) At least six (6) Directors of the Agency s a constitute a quorum or t o adoption of (1) the operating budget of the Agency or on amendment to the operating budget of the Agency, or (2) a resolution, order, or other instrument which approves a capital project, a preliminary capital project budget, an amendment to a preliminary capital project budget, a final capital project budget or an amendment to a final capital project budget, (3) a resolution, order, or other instrument which approves the execution of a contract for the sale or exchange of electric energy or other property of the Agency which has a value in excess of $20,000, (4) any amendment to these rules, regulations, and bylaws (B) ror the purposes specified in paragraph (A) of this Section, the affirmative vote of five (5) Directors shall be required for adoption, provided however,*at such time as (I) any contract is executed by and between the Agency and the Cities of Bryan, Denton, Garland, and Greenville, or any of them (whereby the Agency is obhgot(d to do or perform services for such Cities "or any one of them") or (2) the Agency is obligated to supply electric energy in the future to such City or Cities in addition to the affirmative vote of five (5) Directors the affirmative vote of the required majority in interest of the parties (as defined in paragraph (C) of this Section) shall be required (C) Majority in interest of the parties, as used in paragraph (B) of this Section 5 is determined as follows (1) the net usage of electric energy (kw hours) of each of the Cities of Bryan, Denton, Garland and Greenville shall be determined for the preceeding 12 month period ending on September 30 of each year (2) each individual Director attending the meeting shall be entitled to cast a vote equal to 1/2 of the kw hours shown as the net usage of electric energy of the particular city he represents (3) a majority of 51% of the kw hours of net usage of electric energy of all k Cities shall constitute a majority in interest of the parties Section 6 Preliminar and Fi Pro ect Budgets A preliminary capital budget sFaaTr e a opte y t e oar nalat t o time o t e approval of a capital budget Such preliminary budget shall be the amount which it is anticipated (based upon the then current estimates) will be expended for the construction and testing of the capital project prior to the time it is accepted by the Board or its duly authorized representative The preliminary capital budget (or each capital project) may be amended from time to time as estimates are revised A final capital project budget on each capital project shall be adopted by the Board when the entire capital project is under contract to be constructed and shall be the amount which (under the contracts) is to be expended for the construction and testing of the capital project prior to the time it is accepted by the Board or its duly authorized representative Change orders to such contracts (or additional contracts thereafter executed with respect to such project) shall be considered as amendments to the final project budget Section 7 Compensation Directors shall not receive any compensation for the r services, but a Director may be reimbursed for expenses actually incurred in connection with the business affairs of the Agency ARTICLE III OFFICERS Section I Number The officers of the Agency shall be a President, a Vice Press ent, a ecretary - Treasurer and such other officers and assistant officers as may be deemed necessary, each of whom shall be elected by the Board of Directors The office of President and Vice President must be filled by a Director of the Agency Section 2 Election and Term of Office/ The officers of the Agency shall be elects annual y y t e or o erectors at the first regular meeting of the Board of Directors held after April 15 of each year Each officer shall hold office until his successor shall have been duly elected Section 3 Vacancies A vacancy in any office of any officer may be filled by the oar o DR- torsTor the unexpired portion of the term Section 4 The President The President shall be the principal executive officer o-Ft-f e Agency, a d,-suFlect to the control of the Board of Directors, shall in general supervise and control all of the affairs of the Agency He shall when present preside at all meetings of the Board of Directors He may sign, with the Secretary or any other proper officer of the Agency authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution shall be expressly delegated by the Board of Directors to some incident other the office of agent and other duties as may be prescribed by the Board of Directors Section 5 The Vice President In the absence of the President or in the event o is eath, nabs ity or refusal to act, the Vice President shall perform the duties of the President and when so acting, shall have all the powers of and sub ions ict restr to al the dut es as may belass gned to h rm by the P esident or by the B acrd ofeDioi ectorsher Section 6 The Secretary Treasurer The Secretary - Treasurer shall keep the minutes o7 t Fe oar o Directors meetings, see that all notices are duly given in accordance with the provisions hereof and as required by law, be custodian of the Agency records, keep a register of the post office address of the Directors, and of the members of any committee appointed by the Board of Directors Such officer shall also have charge a receand ive give receipts f spmonble of and be for all funds and securities of the Agency, e or ies due and payable to the Agency from any source, and deposit all monies in the name of the Agency in the depositories selected in accordance with the by then Boardfof all of duties as may be assgneions of d to him Articlethe President bylaws, Section 7 Executive Director The Board may elect to appoint or employ an Execut' i6irector as tie le Administrative Officer of the Agency Such officer, if appointed or employed shall perforin such duties as may be assigned by hold other or Director may the Board or the f ia. of President Executive except the of Committee fhe President offices of the Agenc ARTICLE IV COMMITTEES I' Section I Executive Committee The Board may establish an Executive Committee compose o one irector rom each of the Cities of Bryan, Denton, Garland and Greenville The Executive Committee may be assigned specified duties of the Board (except those specified in Section 5 of Article II) between regular meetings of the Board Section 2 MaWTent Committee The Board may establish a separate Management i7ommitte or t~eT operating of each Project undertaken by the Agency The Management Committee may operate under the direction of the Board of the Executive Committee, as determined by resolution of the Board Section 3 Other Committees Other Committees not having and exerci- sing t e aut ority o the oar o Directors in the management of the Agency may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present Section k Duration of Committees Committees may be for a specific length oT a or may be o in a mite uration Section 5 Term of Office Each member of a Committee shall continue as such or t e duration of the Committee or until his successor is appointed, or the Committee is terminated, or he is removed by the Board Terms shall usually be of one year duration although the Committee may be of longer duration Section 6 Chairman One member of each Committee shall be appointed chairman 13-y-fFe oag rd- Section 7 Vacancies Vacancies in the membership of any Committee may be fil of d yet et e Board Section 8 Quorum Unless otherwise provided in the resolution of the Board oT-151rectors--desi6nating a Committee, a majority of the whole of such Committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the Committee Section 9 Rules Each Committee may adopt rules for its own government not inco s stent with these bylaws or with rules adopted by the Board of Directors, or with instructions, if any, contained in the resolution of the Board of Directors establishing such Committee a 4 9 E 1 f t ARTICLE V CONTRACTS LOANS, CHECKS AND DEPOSITS i Section 1 Contracts The Board of Directors may authorize the execution and de l ery oT' any instrument in the name of and on its behalf Section 2 Checks, Drafts Etc All checks, drafts, or other orders for the payment of money, notes or oer evidences of indebtedness issued in the name of the Agency shall be signed by one officer or agent of the Agency and countersigned by another person as shall be determined by resolution of the Board of Directors Section 3 Deposits All funds of the Agency not othcr,vise employed shall be deposited the credit of the Agency in banks, trust companies or other depositories as the Board of Directors may select Section 4 Gifts The Board of Directors, or a Committee, or any officer or agent~tdesignate~-6y the Board of Directors, may accept on behalf of the Agency any contribution, gift, bequest, or devise for the general purposes of for any special purpose of the Agency ARTICLE VI FISCAL YEAR The fiscal year of the Agency shall be determined by resolution of the Board of Directors. ARTICLE VII AMENDMENTS Amendments to these Rules, Regulations and Bylaws may be considered at any meeting of the Board ARTICLE IX AMENDMENTS By the unanimous vote of all of the Directors of the Agency, at any legally called meeting of the Board of Directors, these bylaws may be altered, amended or repealed and new bylaws may be adopted The undersigned Directors of the Agency do hereby certify the above bylaws were duly adopted for the regulation of the affairs of the Agency, at the initial meeting of the Board of Directors on the 31st day of July, 1975