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
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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