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HomeMy WebLinkAboutRES 120815-F - Amending BylawsRESOLUTIONNO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS APPROVING AND ADOPTING THE ATTACHED BYLAWS AS AMENDED FOR CERTAIN CITY OF GEORGETOWN COMMISSIONS, COMMITTEES, AND BOARDS. PROVIDING A •CL,6,USE6&IJD E5TA8&&i-VI1Ja WHEREAS, on November 10, 2015, the City Council reviewed the membership requirements of the City's advisory boards and commissions; and WHEREAS, the Code of Ordinances regarding certain advisory boards and commissions has been amended to update membership and/or residency requirements; and WHEREAS, the Articles of Amendment amending the Articles of Incorporation have been amended to update membership requirements; WHEREAS, the attached Bylaws have been amended pursuant to City Council direction. NOW THEREFORE BE IT RESOLVED: SECTION ONE. The facts and recitations contained in the preamble of this resolution are hereby found and declared to be true and correct, and are incorporated by reference herein and expressly made a part hereof, as if copied verbatim. SECTION TWO. The following Bylaws, attached to this Resolution, are approved and adopted: Exhibit A — "General Government and Finance Advisory Board Bylaws" Exhibit B — "Georgetown Transportation Advisory Board Bylaws" Exhibit C - "Utility Systems Advisory Board Bylaws" Exhibit D - "Historic and Architectural Review Commission Bylaws" Exhibit E - "Planning and Zoning Commission Bylaws" Exhibit F - "Strategic Partnerships for Community Services Advisory Board Bylaws" ExhibitG - "Georgetown Economic Development Corporation Bylaws" Amending Certain Board and Commission Bylaws Page I of 2 Resolution No. I "a QS 15 - r Approved: I-XIO-61 zto%5 Exhibit H — "Georgetown Transportation Enhancement Corporation Bylaws" SECTION THREE. If any provision of this Resolution or application thereof to any person or circumstance, shall be held invalid, such invalidity shall not affect the other provisions, or application thereof, of this Resolution which can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are hereby declared to be severable. SECTION FOUR. This Resolution shall be effective immediately. SECTION FIVE. The Mayor is hereby authorized to sign this Resolution and the City Secretary to attest. This Resolution shall become effective upon its adoption. PASSED AND APPROVED on the day o MOM Shelley Nof City cretary vc 0 a we] 9 a�.I K01 WeIR M 29'e2I1M. ."1 � 0�W By: Dale Ross, Mayor Amending Certain Board and Commission Bylaws Page 2 of 2 Resolution No. I 'A 0 t S — V: - Approved: 125? A01 CITY OF GEORGETOWN GENERAL GOVERNMENT AND FINANCE ADVISORY BOARI 11�1111q�11��� 11 Section 1.2. Purpose. It is the purpose and intent of the Council to create an advisory board empowered to review and analyze the general government and finance activities of the City that 'include but are not limited to the following areas: Finance administration, including fiscal matters, debt and treasury management accounting and financial reporting; purchasing; the Municipal Court; facilities maintenance including construction and renovation of City facilities; vehicle services.- information technology; compensation and benefits; City *insurance; and other related items as recommend by the City Manager, and to report, by official vote, their recommendations to the City Council. IIAF�l ''1111 1 dillsir; RAW I - 1111111 11 �11 i ilila= MMMEM-1 03=1 Section 2.2. Eligibility. All Members shall reside in the corporate City limits or the extraterritorial jurisdiction of the City. Two Members, shall be Members of the City Council. Section 2.3. Appointment of Board Members. Members of the Board shall be appointed pursuant to and in accordance with the City Charter. Section 2.4. Terms of Office. Generally, terms of office for each Member shall be two (2) years. Generally, a Member may serve two (2) consecutive terms. Refer to Ordinance Section 2.36.030A for additional provisions regarding terms of office. Section 2.5. Vacancies. Vacancies that occur during a term shall be filled as soon as reasonably possible and in the same manner as an appointment in accordance with the City Charter. If possible, the Member shall continue to serve until the vacancy is filled. An appointment to fill a vacated term is not included as a term for purposes of countint; consecutive terms. General Government and Finance Advisory Board Bylaws Revised December 2015 Page I of 6 Section 2.6. Compensation and Expenditure of Funds. Members serve without o;;mpensation. The Board and its Members have no authority to expend funds or to incur or make an obligation on behalf of the City unless authorized and approved by the City Council. Members may be reimbursed for expenses authorized and approved by the City Council and the Board. Section 2.7. Compliance with City Policy. Members will comply with City Ordinances, Rules and Policies applicable to the Board and the Members, including but r Ics iot limited to Eth* Ordinance Chapter 2.20 and Cihj Commissions, Committees and Boards Ordinance Chapter 2.36. Section 2.8. Removal. Any Member may be removed from their position on the Board for any reason, or for no reason, by a majority vote of the City Council. Section 3.1. Officers. The Board Officers are Chairman, Vice -Chairman and Secretary. The Chairman is recommended by the Mayor and the City Council shall approve the recommendation by a vote of the majority of the Council during the annual appointment process. Should the Mayor fail to recommend a Chairman for each board, committee, or commission, and/or the Council fails to approve any Chairman recommended by the Mayor, a majority of the Council plus one may approve appointment of a Chairman to serve as Chairman without a recommendation of the Mayor. The other Board Officers are elected by a majority vote of the Members at the first meeting after the annual appointment process. Section 3.2. Terms of Office for Board Officers. Board Officers serve for a term of one year. In the event of vacancy in the office of Chairman, the Vice -Chairman shall serve as Chairman until the City Council appoints a replacement Chairman. A vacancy in the other offices shall be elected by majority vote of the Members at the next regularly scheduled meeting, or as soon as reasonably practical for the unexpired term. If possible, a Board Officer shall continue to serve until the vacancy is filled. General Government and Finance Advisory Board Bylaws Revised December 2015 Page 2 of 6 a. The Chairman presides at Board meetings. The Chairman shall generally manattio the business of the Board. The Chairman shall perform the duties delegated to ths- b. The Vice -Chairman shall perform the duties delegated to the Vice -Chairman by the Board. The Vice -Chairman presides at Board meetings in the Chairman's absence. The Vice -Chairman shall perform the duties of the Chairman in the Chairman's absence or disability. Section 4.1. Time and Date of Regular Meeting. The Board shall meet once a month on the same week of the month, the same day of the week, at the same time, and at the same place. The regular date, time and place of the Board meeting will be decided by the Members at the first meeting of the Board after the annual appointment process. Section 4.2. Agenda. Items may be placed on the agenda by the Chairman, the Cit Manager or designee, or at the request of a Member. The party (or individua requesting the agenda item will be responsible for preparing an agenda item cov sheet and for the initial presentation at the meeting. Items included on the agenda mu be submitted to the Staff Liaison no later than one week before the Board meeting which the agenda item will be considered. Agenda packets for regular meetings will provided to the Members in advance of the scheduled Board meeting. Agenda packe will contain the posted agenda, agenda item cover sheets, and written minutes of last meeting. I Section 4.3. Special Meetings. Special meetings may be called by the Chairman or by three (3) Members. Section 4.4. Quorum. A quorum shall consist of a majority of the Members. A quorum is required for the Board to convene a meeting and to conduct business at a OEM Section 4.5. Call to Order. Board meetings will be called tr• i by the Chairman or, ff absent, by the Vice -Chairman. In the absence of both the Chairman and Vice - General Government and Finance Advisory Board Bylaws Revised December 2015 Page 3 of 6 Chairman, the meeting shall be called to order by the Secretary, and a temporary Chairman shall be elected to preside over the meeting. Section 4.6. Conduct of Meeting. Board meetings will be conducted in accordance w ith these Bylaws and City Council Meeting Rules and Procedures, as applicable to the I Board. See Ordinance Chapter 2.24. Section 4.7. Voting. Each Member shall vote on all agenda items, except on matters involving a conflict of interest, substantial financial interest or substantial economic interest under state law, the City's Ethics Ordinance, or other applicable Laws, Rules and Policies. In such instances the Member shall make the required disclosures and shall refrain from participating inboth -the -dik-ussion and vote on the matter. e Member may remain at the dais or leave the dais, at the Member's option, while the matter is being considered and voted on by the other Board Members. Unless otherwise provided by law, if a quorum is present, an agenda item must be approved by a majority of the Board Members present at the meeting. Section 4.8. Minutes. A recording or written minutes shall be made of all open sessions of Board meetings. The Staff Liaison is the custodian of all Board records and documents. Section 4.9. Attendance. Members are required to attend Board meetings prepared to discuss the issues on the agenda. A Member shall notify the Chairman and the Staff Liaison if the Member is unable to attend a meeting. Excessive absenteeism will be subject to action under Council policy and may result in the Member being replaced on the Board. See Ordinance Section 2.36.010D. Excessive absenteeism means failure to attend at least 75% of regularly scheduled meetings, including Board meetings and Subcommittee meetings. If a Member is removed from the Board that position shall be considered vacant and a new Member shall be app`rto the Board *in accordance with Section 2.5 above. Section 4.10. Public Participation. In accordance with City policy, the public is welcome and invited to attend Board meetings and to speak on any item on the agenda. A person wishing to address the Board must sign up to speak in accordance with the policy of the Council concerning participation and general public comment at public meetings. Sign-up sheets will be available and should be submitted to the Chairman prior to the start of the meeting. If any written materials are to be provided to the Board, a copy shall also be provided to the Staff Liaison for 'inclusion in the minutes of the meeting. Speakers shall be allowed a maximum of three mmiutes to speak, but may General Government and Finance Advisory Board Bylaws Revised December 2015 Page 4 of 6 FaKe up to six mirl:FTP,717-17-177��. speaker. If a person wishes to speak on an issue that is not posted on the agenda, they must file a written request with the Staff Liaison no later than one week before the scheduled meeting. The written request must state the specific topic to be addressed and include sufficient information to inform the Board and the public. A person who disrupts the meeting may be asked to leave and be removed. Section 4.11. Open Meetings. Public notice of Board meetings shall be provided in accordance with the provisions of the Texas Open Meetings Act. All Board meetings qffaw '4, & **�*a , aticed closed session matters, and shall be conducted in accordance with the provisions of the Texas Open Meetin•gs Act. Section 4.12. Closed Sessions. The Board may conduct closed sessions as allowed by law, on properly noticed closed session matters, such as consultation with attorney on legal matters, deliberation regardmig the value of real property, competitive utility matters, and economic development negotiations. A recording or certified agenda shall be made of all closed sessions of Board meetings. The Board shall meet with City Council, as requested, to determine how the Board may best serve and assist City Council. City Council shall hear reports from the Board at regularly scheduled Council meetings. Section 6.1. Formation. When deemed necessary by a majority of the Board, Subcommittees may be formed for specific projects related to Board matters. Subcommittees comprised of non -Members may only be formed with the prior consent and confirmation of the City Council. Section 6.2. Expenditure of Funds. No Subcommittee, or member of a Subcommittee, has the authority to expend funds or incur an obligation on behalf of the City or the Board. Subcommittee expenses may be reimbursed if authorized and approved by the Board or by City Council. General Government and Finance Advisory Board Bylaws Revised December 2015 Page 5 of 6 Section 6.3. Open Meetings. Subcommittee meetings and deliberations shall be open to the public, except for properly noticed closed session matters, and shall be conducted in accordance with the provisions of the Texas Open • Act. These Bylaws may be amended by majority vote of the Board Members at any regular • of the Board. The Board's proposed amendments to the Bylaws must be approved by City Council at the next Council meeting after the Board"s approval. Bylaw amendments are not effective until approved by City Council. Approved and adopted at a meeting of the City Council on the day of .2015. ATTEST: THE CITY • GEORGETOWN City Secretary Mayor Approved and adopted at a meeting of the Board on the day of ,2016. General Government and Finance Advisory Board Bylaws Revised December 2015 Page 6 of 6 CITY OF GEORGETOWN Section 1.1. Name. Georgetown Transportation Advisory Board ("Board"). Section 1.2. Purpose. a. The purpose and goals of the Board are to - 1. assist in the development of a continuing, comprehensive, multi -modal transportation planning process carried on cooperatively with state and local transportation agencies in concurrence with state and federal guidelines; 2. advise the City Council on the status of the needs identified through the continuing multi -modal transportation planning process; 3. facilitate coordination and communication between policy boards and agencies represented on the Board; 4. assist the general public in understanding transportation decisions and policies; 5. act as a conduit for cooperative decision making by transportation officials of this urbanized area in cooperation with federal, state, regional, county, and local transportation agencies, thereby serving as the basis for a integrative transportation planning process; 6. review items related to transportation improvements, transportation modeling, transportation development, transportation planning, transportation infrastructure and storinwater and conveyance systems, including, but not limited to, streets, roads, sidewalks, highways, freeways, aviation, transit services, and rail, 7. review items related to safety, construction, leases, charges, maintenance and the operation of the Airport; 8. review/recommend various potential funding mechanisms to conduct necessary transportation improvements and projects, and Georgetown Transportation Advisory Board Bylaws Revised December 2015 Page 1 of 7 9. make recommendations and advise the City Council on matters requirinM• - Council action or direction as prepared by staff for Council consideration. b. The responsibilities of the Board include - 1. Review and recommend short-term and long-term goals and objectives for the transportation planning process; 2. reviewing and recommendmig approval of transportation planning, design, and implementation projects for the City. - 3. reviewing and recommending approval of leases, rates and other revenue options related to transportation and stormwater utilities. - 4. reviewing and recommending changes to the Urbanized Area Bounda--� the Transportation Planning Area Boundary, and the Over Transportation Plan (OTP), Airport Master Plan, other specia transportation, storinwater and drainage studies; I 5. reviewing and recommending changes to the adopted Capital Area Metropolitan Planning Organization Comprehensive Transportation Plan; and 6. reviewing and recommending approval of the City's Transportation Capital Improvement Program (TCIP) for multi -modal capital and operating expenditures to insure coordination between local, county, regional and state capital and operating improvement programs. 6 11111 1, Section 2.2. Eligibility. Each Member shall reside in the City of Georgeto corporate limits or extraterritorial jurisdiction. Two Members shall have expertise the aviation field. One Member shall be from the Georgetown Transporta ,e t3 Enhancement Corporation (GTEC).. preferably the Chairman. One Member sh be from the Georgetown Planning and Zoning Commission, preferably Chairman. At least one Member, but not more than two Members shall members of the City Council. Georgetown Transportation Advisory Board Bylaws Revised December 2015 Page 2 of 7 Section 2.3. Appointment of Board Members. Members • the Board shall be appointed pursuant to and in accordance with the City Charter. Section 2.4. Terms of Office. Generally, terms of office for each Member shallr. two (2) years. Generally, a Member may serve two (2) consecutive terms. Refer Ordinance Section 2.36.030,4 for additional provisions regarding terms of office. Section 2.5. Vacancies. Vacancies that occur • a term shall be filled as soo as reasonably possible and in the same manner as an appointment in accordan with the City Charter. If possible, the Member shall continue to serve until vacancy is filled. An appointment to fill a vacated term is not included as a term purposes of counting consecutive terms. Section 2.6. Compensation and Expenditure of Funds. Members serve without compensation. The Board and its Members have no authority to expend funds or to incur or make an obligation on behalf of the City unless authorized and approved by the City Council. Members may be reimbursed for expenses authorized and approved by the City Council and the Board. Section 2.7. Compliance with City Policy. Members will comply with City Ordinances, Rules and Policies applicable to the Board and the Members, including but not limited to Ethics Ordinance Chapter 2.20 and Cihj Connnissions, Colninittees and Boards Ordinance Chapter • Section 2.8. Removal. Any Member may be removed from their position on the Board for any reason, or for no reason, by a majority vote of the City Council. Nog Section 3.1. Officers. The Board Officers are Chairman, Vice -Chairman and Secretary. The Chairman is recommended by the Mayor and the City Council shall rr• process. Should the Mayor fail to -• a Chairman for each r• riwmmittee. • commission d/jor the Council fail L=r Chairman recommended by the Mayor, a majority of the Council • • may approve Qk"- 4 -n -lb, Mayor. The other Board Officers are elected by a majority vote of the Members at the first meeting after the annual ,r•• process. Georgetown Transportation Advisory Board Bylaws Revised December 2015 Page3 of 7 Section 3.2. Terms of Office for Board Officers. Board Officers serve for a term • • year. In the event of vacancy in the office of Chairman, the Vice -Chairman shall serve as Chairman until the City Council appoints a replacement Chairman. A vacancy in the other offices shall be elected by majority vote of the Mem ers at the next regularly scheduled meeting, or as soon as reasonably practical for th.-; unexpired term. If possible, a Board • shall continue to serve until the vacancy is.• Section 3.3. Duties. a. The Chairman presides at Board meetings. The Chairman shall generally manage the business of the Board. The Chairman shall perform the duties delegated to the Chairman by the Board. b. The Vice -Chairman shall perform the duties delegated to the Vice -Chairman by the Board. The Vice -Chairman presides at Board meetings in the Chairman!s absence. The Vice -Chairman shall perform the • of the Chairman in the Chairman's absence or disability. c. The Secretary shall perform the duties delegated to the Secretary by the Board. ARTICLE IV. MEETINGS Section 4.1. Time and Date of Regular Meeting. The Board shall meet once a • on the same week of the month, the same •. • the week, at the same time, and at the same place. The regular date, time and place of the Board meeting will be decided by the Members at the first meeting of the Board after the annual appointment process. Section 4.2. Agenda. Items may be placed on the agenda by the Chairman, the City Manager or designee, General Manger of Utilities or desimee., • at the request of a member. The party requesting the agenda item will be responsible for preparmig the agenda item back up materials and for the initial presentation at the meeting. Items included on the agenda must be submitted to the Staff Liaison no later than one week before the Board meeting at which the agenda item will be considered. Agenda packets for regular meetings will be provided to the Members in advance • the scheduled Board meeting. Agenda packets will contain the posted agenda, agenda item cover sheets, and written minutes of the last meeting. Section 4.3. Special Meetings. Special meetings may be called by the Chairman or by three (3) Members. Georgetown Transportation Advisory Board Bylaws Revised December 2015 Page 4 of 7 Section 4.4. Quorum. A quorum shall consist of a majority of the Members. A quorum is required for the Board to convene a meeting and to conduct business at a meeting. Section 4.5. Call to Order. Board meetings will be called to order by the Chairm or, if absent, by the Vice -Chairman. In the absence of both the Chairman an Vice- Chairman, the meeting shall be called to order by the Secretary, and temporary Chairman shall be elected to preside over the meeting. I Section 4.6. Conduct of Meeting. Board meetings will be conducted in accordance with these Bylaws and City Council Meeting Rules and Procedures, as applicable to the Board. See Ordinance Cliapter 2.24. Section 4.7. Voting. Each Member shall vote on all agenda items, except on matters involvm"g a conflict of interest, substantial financial interest or substantial economic interest under state law, the City's Ethics Ordinance, or other applicable Laws, Rules and Policies. In such instances the Member shall make the required disclosures and shall refrain from participating in both the discussion and vote on the matter. The Member may remain at the dais or leave the dais, at the Member's option, while the matter is being considered and voted on by the other Board Members. Unless otherwise provided by law, if a quorum is present, an agenda item must be approved by a majority of the Board Members present at the meeting. Section 4.8. Minutes. A recording or written minutes shall be made of all open sessions of Board meetings. The Staff Liaison is the custodian of all Board records and documents. Section 4.9. Attendance. Members are required to attend Board meetings prepared to discuss the issues on the agenda. A Member shall notify the Chairman and the Staff Liaison if the Member is unable to attend a meeting. Excessive absenteeism will be subject to action under Council policy and may result in the Member being replaced on the Board. See Ordinance Section 2.36,010D. Excessive absenteeism means failure to attend at least 75% of regularly scheduled meetings, including Board meetings and Subcommittee meetings. A Member shall be allowed two excused absences for the Member's personal medical care or required medical care of a Member's immediate family member (as defined by City Ordinance), or Member's military service that shall not count against the 75 -percent attendance requirement. If a Member is removed from the Board that position shall be Georgetown Transportation Advisory Board Bylaws Revised December 2015 Page 5 of 7 considered vacant and a new Member shall be appointed to the Board in accordance with Section 2.5 above. Section 4.10. Public Participation. In accordance with City policy, the public i welcome and invited to attend Board meetings and to speak on any item on agenda. A person wishing to address the Board must sign up to speak accordance with the policy of the Council concerning participation and gener public comment at public meetings. Sign-up sheets will be available and shouit M^ submitted to the Chairman prior to the start of the meeting. If any whi tte materials are to be provided to the Board, a copy shall also be provided to the Stai Liaison for inclusion in the minutes of the meeting. Speakers shall be aHowed r. maximum of three minutes to speak, but may take up to six minutes if anothE individual who signs up to speak yields the time to the speaker. If a person wishe Iftskm with the Staff Liaison no later than one week before the scheduled meeting. peop'TJ written request must state the scific tic to be addressed de and inclusufficie information to inform the Board and the public. A person who disrupts the meetin may be asked to leave and be removed. Section 4.11. Open Meetings. Public notice of Board meetings shall be provided En accordance with the provisions of the Texas Open Meetings Act. All Board meetings and deliberations shall be open to the public, except for properly noticed closed session matters, and shall be conducted in accordance with the provisions of the Texas Open Meetings Act. Section 4.12. Closed Sessions. The Board may conduct dosed sessions as allowed by law, on properly noticed closed session matters, such as consultation with attorney on legal matters, deliberation regarding the value of real property� competitive utility matters, and economic development negotiations. A recording or certified agenda shall be made of all dosed sessions of Board meetings. The Board shall meet with City Council, as requested, to determine how the Board may best serve and assist City Council. City Council shall hear reports from the Board at regularly scheduled Council meetings. ARTICLE VI. SUBCOMMITTEES Section 6.1. Formation. When deemed necessary by a majority of the Board, Georgetown Transportation Advisory Board Bylaws Revised December 2015 Page 6 of 7 Subcoinirdttees may be formed for specific projects related to Board matters. Subcommittees comprised of non -Members may only be formed with the prior consent and confirmation of the City Council. Section 6.2. Expenditure of Funds. No Subcommittee, or member of a Subcommitte has the authority to expend funds or micur an obligation on behalf of the City or w Board. Subcommittee expenses may be reimbursed if authorized and approved by Board or by City Council. I q,ection 6.3. Open Meetings. Subcommittee meetings and deliberations shall be *,pen to the public, except for properly noticed closed session matters, and shall be conducted in accordance with the provisions of the Texas Open Meetings Act. These Bylaws may be amended by majority vote of the Board Members at regular meeting of the Board. The Board's proposed amendments to tffihe Byla must be approved by City Council at the next Council meeting after the Board approval. Bylaw amendments are not effective until approved by City Council. I Approved and adopted at a meeting of the Board on the�� , r-� day of L u c ATTEST: /'O wllili�16�1� Board Secretary BO ISD Approved and adopted at a meeting of the Board on the 2 day of btr 2M6. ao 15 ATTEST: City Secretaro Georgetown Transportation Advisory Board Bylaws Revised December 2015 Page 7 of 7 THE CITY OF GEORGETOWN 0 Mayor CITY OF GEORGETOWN HISTORIC AND ARCHITECTURAL REVIEW COMMISSION Section 1.1. Name. Historic and Architectural Review Commission ("Commission" or "HARC-). 1. To make recommendations to the City Council on the designation of Historic Overlay Districts and Historic Landmarks, 2. To act and assist the City Council in formulating design guidelines and other supplemental materials relevant to historic preservation or design review., 3. To approve or disapprove Certificates of Appropriateness, 4. To render advice and guidance, upon request of the property owner or occupant, on new construction or the restoration, alteration or maintenance of any historic resource or other building within the districts; and b. The Commission shall have the express authority to delegate review of minor projects (as defined by majority vote of the Commission) to either: c. Any permit issued pursuant to such delegation of authority shall require the signature of the Chairman or Vice -Chairman of the Commission and any denial may be appealed to the full Commission. Historic and Architectural Review Commission Bylaws Revised December 2015 Page I of 8 a. The HARC shall appoint a Demolition Subcommittee to review and provide a recommendation to the HARC on requests for a Certificate of Appropriateness for the relocation, removal or demolition of a building or structure designated as a Historic Landmark or a contributing historic structure, in accordance with the process established in the Unified Development Code. 2. The members of the Demolition Subcommittee shall consist of two HARC members and the Building Official. 3. Whenever possible, one of the HARC members to be appointed to the Demolition Subcommittee shall meet one or more of the following categories - W 2. Structural Engineer, (Z RIM b. The Demolition Subcommittee may consult with a licensed architect, structurlm engineer or historic preservationist to review the request, and make preliminary report to the subcommittee. In this event, the report shall be ma part of the subcommittee's recommendation to the HARC. I Section 2.1. Number of Members. The Commission will be composed of not less than seven (7) Members. Section 2.2. Eligibility. a. All Commission Members shall either reside in the corporate City limits or the extraterritorial jurisdiction of the City or own real property that is designated as historic, either in the City's historic survey or with a state or federal historic designation, or located within the Downtown or Old Town Overlay Districts. Historic and Architectural Review Commission Bylaws Revised December 2015 Page 2 of 8 b. Whenever possible, the Commission shall include a minimum of two Members who are property owners in the Downtown Overlay District and a maximum of two Members from each of the following categories having a demonstrated interest in the downtown area or skills in design review. Members of the Commission may meet one or more of the categories - 1. licensed architect; 2. landscape architect, professional planner or urban designer; 3. historian or person with expertise in historic preservation; 4. developer, contractor or realtor; and 5. property owner or non -owner tenant within the Downtown Overlay District. '-Itizens-at-large with an interest in historic preservation or urban design shall be appointed to the Commission to fill remaining appointments. Section 2.3. Appointment of Commission Members and Commissioners -in - Training. a. Members of the Commission shall be appointed pursuant to and in accordance with b. The City Council shall also appoint up to three persons, who would be qualified to serve on the Commission, as Commissioners -in -Training. Commissioners -in - Training shall not serve as alternates or as proxies for any Commissioner but shall be eligible to be appointed to the position of Commissioner upon the expiration of the term of a regular Commissioner or upon a vacancy on the Commission. Section 2.4. Terms of Office. Generally, terms of office for each Member shall be two (2) years. Generally, a Member may serve two (2) consecutive terms. Refer to Ordinance Section 2.36.030A for additional provisions regarding terms of office. Section 2.5. Vacancies. Vacancies that occur durmig a term shall be filled as soon as reasonably possible and in the same manner as an appointment in accordance with the City Charter. If possible, the Member shall continue to serve until the vacancy is filled. fill a v- _a6ed term is not included as a term for 3.urAoses of—counfiW, consecutive terms. Historic and Architectural Review Commission Bylaws Revised December 2015 Page 3 of 8 Section 2.6. Compensation and Expenditure of Funds. Members serve withoui compensation. The Commission and its Members have no authority to expend funds or to incur or make an obligation on behalf of the City unless authorized and approved by the City Council. Members may be reimbursed for expenses authorized and approved by the City Council and the Commission. Section 2.7. Compliance with City Policy. Members will comply with City Ordinances, Rules and Policies applicable to the Commission and the Members, including but not limited to Ethics Ordinance Chapter 2.20 and City Commissions, Committees and Boards Ordinance Chapter 2.36. Section 2.8. Removal. Any Member may be removed from their position on tht Section 3.1. Officers. The Commission Officers are Chairman, Vice -Chairman and Secretary. The Chairman is recommended by the Mayor and the City Council shall awitrove the recommendation b T,,, a vote ooof the Council during e annua appointment process. Should the Mayor fail to recommend a Chairman for each board, committee, or commission, and/or the Council fails to approve any Chairman recommended by the Mayor, a majority of the Council plus one may approve appointment of a Chairman to serve as a Chairman without a recommendation of the Mayor. The other Commission Officers are elected by a majority vote of the Members at the first meeting after the annual appomitment process. Section 3.2. Terms of Office for Commission Officers. Commission Officers serve for ,? term of one year. In the event of vacancy in the office of Chairman, the Vice- r - Chairman shall serve as Chairman until the City Council appoints a replacement Chairman. A vacancy in the other offices shall be elected by majority vote of the Members at the next regularly scheduled meeting, or as soon as reasonably practical for the unexpired term. If possible, a Commission Officer shall continue to serve until the vacancy is filled. 1r f a. The Chairman presides at Commission meetings. The Chairman shall generally manage the business of the Commission. The Chairman shall perform the duties delegated to the Chairman by the Commission. Historic and Architectural Review Commission Bylaws Revised December 2015 Page 4 of 8 b. The Vice -Chairman shall perform the duties delegated to the Vice -Chairman by the Commission. The Vice -Chairman presides at Commission meetings in the Chairman's absence. The Vice -Chairman shall perform the duties of the Chairman in the Chairman's absence •.. disability. c. The Secretary shall perform the duties delegated to the Secretary by the Commission. Section 4.1. Time and Date of Regular Meeting. The Commission shall meet once a month on the same week of the month, the same day of the week, at the same time, and at the same place. The regular date, time and place of the Commission meeting will be decided by the Members at the first meeting of the Commission after the annual appointment process. Section 4.2. Agenda. Items may be placed on the agenda by the Chairman, the • of Planning and Development • designee (as Historic Preservation Officer), the City Manager or designee, or at the request of a Member. The party (or individual) requesting the agenda item will be responsible for preparing an agenda item cover sheet and for the initial presentation at the meeting. Items included on the agenda must •' submitted to the Staff Liaison no later than • week before the Commission meeting at which the agenda item will be considered. Agenda packets for regular meetings will be provided to the Members in advance • the scheduled Commission meeting. Agenda packets will contain the posted agenda, agenda item cover sheets, and written minutes • the last meeting. Section 4.3. Special Meetings. Special meetings may be called by the Chairman or by request of three (3) Members. Section 4.4. Quorum. A quorum shall consist of a majority of the Members. A quorum is required for the Commission to convene a meeting and to conduct business at a meeting. Section 4.5. Call to Order. Commission meetings will •` called •' • • the Chairman or, if absent, by the Vice -Chairman. In the absence • •• the Chairman and Vice -Chairman, the meeting shall be called to order by the • and a temporary Chairman shall •. elected to preside over the meeting. Historic and Architectural Review Commission Bylaws Revised December 2015 Page of Section 4.6. Conduct of Meeting. Commission meetings will be conducted in accordance with these Bylaws and City Council Meeting Rules and Procedures, as applicable to the Commission. See Ordinance Chapter 2.24. Section 4.7. Voting. Each Member shall vote on all agenda items, except on matters involving a conflict of interest, substantial financial *interest or substantial economic interest under state law, the City's Ethics Ordinance, or other applicable Laws, Rules and Policies. In such instances the Member shall make the required disclosures and shall refrain from participating in both the discussion and vote on the matter. The Member may remain at the dais or leave the dais, at the Member's option, while the matter is being considered and voted on by the other Commission Members. Unless otherwise provided by law, if a quorum is present, an agenda item must be approved ........ ... ... .. . . ....... ............ .. . ........ . by a majority of the Commission Members present at the meeting. Section 4.8. Minutes. A recording or written minutes shall be made of all open sessions of Commission meetings. The Staff Liaison is the custodian of all Commission records and documents. Section 4.9. Attendance. Members are required to attend Commission meetings prepared to discuss the issues on the agenda. A Member shall notify the Chairman and the Staff Liaison if the Member is unable to attend a meeting. Excessive absenteeism will be subject to action under Council policy and may result in the Member bemig replaced on the Commission. See Ordinance Section 2.36.010D. Excessive absenteeism means failure to attend at least 75% of regularly scheduled meetings, includmig Commission meetings and Subcommittee meetings. If a Member is removed from the Commission that position shall be considered vacant and a new Member shall be appointed to the Commission in accordance with Section 2.5 above. Section 4.10. Public Participation. In accordance with City policy, the public is welcome and invited to attend Commission meetings and to speak on any item on the agenda. A person wishing to address the Commission must sign up to speak in accordance with the policy of the Council concerning participation and general public comment at public meetings. Sign-up sheets will be available and should be submitted to the Chairman prior to the start of the meeting. If any written materials are to be provided to the Commission, a copy shall also be provided to the Staff Liaison for inclusion in the minutes of the meeting. Speakers shall be allowed a maximum of three minutes to speak, but may take up to six minutes if ano er indivi ua w•signs up to speak yields the time to the speaker. If a person wishes to speak on an issue that is noi posted on the agenda, they must file a written request with the Staff Liaison no later than one week before the scheduled meeting. The written request must state the Historic and Architectural Review Commission Bylaws Revised December 2015 Page 6 of 8 specific topic to be addressed and include sufficient information to inform the Commission and the public. A person who disrupts the meeting may be asked to leave and be removed. Section 4.11. Open Meetings. Public notice of Commission meetings shall be provided in accordance with the provisions of the Texas Open Meetings Act. All Commission • O and deliberations shall be open to the public, except for properly noticed closed session matters, and shall be conducted *in accordance with the provisions of the Texas Open Meetings Act. Section is Closed Sessions. The Commission may conduct closed sessions as allowed by law, on properly noticed closed session matters, such as consultation with attorney on legal matters, deliberation regarding the value of real property, competitive utility matters, and economic development negotiations. A recording or certified agenda shall be made of all closed sessions of Commission meetings. The Commission shall meet with City Council, as requested, to determine how the Commission may best serve and assist City Council. City Council shall hear reports from the Commission at regularly scheduled Council meetings. Section 6.1. Formation. When deemed necessary by a majority of the Commission, Subcommittees may be formed for specific projects related to Commission matters. Section 6.2. Expenditure of Funds. No Subcommittee, or member of a Subcommittee, has the authority to expend funds or incur an obligation on behalf of the City or the Commission. Subcommittee expenses may be reimbursed if authorized and approved by the Commission or by City Council. Section 6.3. Open Meetings. Subcommittee meetings and deliberations shall be open to the public, except for properly noticed closed session matters, and shall be conducted in accordance with the provisions of the Texas Open Meetings Act. Historic and Architectural Review Commission Bylaws Revised December 2015 Page 7 of 8 These Bylaws may be amended by majority vote of the Commission Members at any regular meeting of the Commission. The Commission's proposed amendments to the Bylaws must be approved by City Council at the next Council meeting after the Commissiopproval. Bylaw amendments are not effective until approved by City Council. Approved and adopted at a meeting of the City Council on the day of ,2015. ATTEST: THE CITY OF GEORGETOWN Approved and adopted at a meeting of the Commission on the day of ,2016. Historic and Architectural Review Commission Bylaws Revised December 2015 Page of8 fflfffll%r r: CITY OF GEORGETOWN PLANNING AND ZONING COMMISSION BYLAWS ARTICLE I. NAME AND PURPOSE Section 1.1. Name. Planning and Zoning Commission ("Commission") Section 1.2. Purpose. a. The Commission is established to exercise the powers and duties of a zoning commission as permitted by law, including Local Government Code Chapter 211, the City Charter, the City Unified Development Code, and the City Code of Ordinances, as each may be amended. See Ordinance Chapter 2.48. b. The Commission has the power, and its duties include: 1. making appropriate surveys, investigations, reports and recommendations relating to community planning and development to the City Council; 2. making plans and maps of the whole or any part or portion of the City and of land outside the City located within five miles of the City limits and any other land outside the City, which, in the opinion of the Commission, bears a relation to the planning of the City and making changes in, additions to and extensions of such plans or maps when it deems the same advisable; 3. acting with and assisting all other municipal and governmental agencies, and particularly the City Council, in formulating and executing proper plans for municipal development and growth; 4. recommending to the City Council the passage of such ordinances as it may deem necessary to carry out its program; 5. recommending to the City Council the adoption of a comprehensive community plan for the guidance and control of the future development of the community; 6. making studies and recommending to the City Council plans for clearing the City of slums and blighted areas; and Planning and Zoning Commission Bylaws Revised December 2015 Page 1 of 7 7. aiding and assisting the City Council in the annual preparation of a long range capital improvement budget and determining sources of funds; and 8. performing such other duties as may be prescribed by ordinance or State law; and 9. functioning as the City zoning commission and exercise all of those powers and duties permitted by Chapter 221 of the Local Government Code, the City Charter, and City ordinances, as each may be amended from time to time. ARTICLE II. MEMBERSHIP Section 2.1. Number of Members. The Commission will be comprised of seven (7) Members. Section 2.2. Eligibility. All of the seven Members shall reside in the corporate City limits or the extraterritorial jurisdiction of the City. The Commission shall be broadly representative as a whole, and whenever possible. Members shall be drawn from different residential areas, different racial and ethnic groups, different occupations and professions and different interest groups. The Members may also be Members of the Zoning Board of Adjustment. Section 2.3. Appointment of Commission Members and Commissioners -in - Training. a. Members of the Commission shall be appointed pursuant to and in accordance with the City Charter. b. The City Council shall also appoint three persons, who would be qualified to serve on the Commission, as Commissioners -in -Training. Commissioners -in -Training shall not serve as alternates or as proxies for any Commission Member but shall be eligible to be appointed to the position of Commission Member upon the expiration of the term of a regular Commission Member or upon a vacancy on the Commission. Section 2.4. Terms of Office. Generally, terms of office for each Member shall be two (2) years. Generally, a Member may serve two (2) consecutive terms. Refer to Ordinance Section 2.36.030A for additional provisions regarding terms of office. Planning and Zoning Commission Bylaws Revised December 2015 Page 2 of 7 Section 2.5. Vacancies. Vacancies that occur during a term shall be filled as soon as reasonably possible and in the same manner as an appointment in accordance with the City Charter. If possible, the Member shall continue to serve until the vacancy is filled. An appointment to fill a vacated term is not included as a term for purposes of counting consecutive terms. Section 2.6. Compensation and Expenditure of Funds. Members serve without compensation. The Commission and its Members have no authority to expend funds or to incur or make an obligation on behalf of the City unless authorized and approved by the City Council. Members may be reimbursed for expenses authorized and approved by the City Council and the Commission. Section 2.7. Compliance with City Policy. Members will comply with City Ordinances, Rules and Policies applicable to the Commission and the Members, including but not limited to Ethics Ordinance Chapter 2.20 and City Commissions, Committees and Boards Ordinance Chapter 2.36. Section 2.8. Removal. Any Member may be removed from their position on the Commission for any reason, or for no reason, by a majority vote of the City Council. ARTICLE III. COMMISSION OFFICERS Section 3.1. Officers. The Board Officers are Chairman, Vice -Chairman and Secretary. The Chairman is recommended by the Mayor and the City Council shall approve the recommendation by a vote of the majority of the Council during the annual appointment process. Should the Mayor fail to recommend a Chairman for each board, committee, or commission, and/or the Council fails to approve any Chairman recommended by the Mayor, a majority of the Council plus one may approve appointment of a Chairman to serve as Chairman without a recommendation of the Mayor. The other Board Officers are elected by a majority vote of the Members at the first meeting after the annual appointment process. Section 3.2. Terms of Office for Commission Officers. Commission Officers serve for a term of one year. In the event of vacancy in the office of Chairman, the Vice - Chairman shall serve as Chairman until the City Council appoints a replacement Chairman. A vacancy in the other offices shall be elected by majority vote of the Members at the next regularly scheduled meeting, or as soon as reasonably practical for the unexpired term. If possible, a Commission Officer shall continue to serve until the vacancy is filled. Planning and Zoning Commission Bylaws Revised December 2015 Page 3 of 7 Section 3.3. Duties. a. The Chairman presides at Commission meetings. The Chairman shall generally manage the business of the Commission. The Chairman shall perform the duties delegated to the Chairman by the Commission. b. The Vice -Chairman shall perform the duties delegated to the Vice -Chairman by the Commission. The Vice -Chairman presides at Commission meetings in the Chairman's absence. The Vice -Chairman shall perform the duties of the Chairman in the Chairman's absence or disability. c. The Secretary shall perform the duties delegated to the Secretary by the Commission. ARTICLE IV. MEETINGS Section 4.1. Time and Date of Regular Meeting. The Commission shall meet at least once a month on the same week of the month, the same day of the week, at the same time, and at the same place. The regular date, time and place of the Commission meeting will be decided by the Members at the first meeting of the Commission after the annual appointment process. One additional meeting per month may be called with consent of the Commission and at the direction of the Planning Director, as needed. Section 4.2. Agenda. Items may be placed on the agenda by the Chairman, the City Manager or designee, or at the request of a Member. The party (or individual) requesting the agenda item will be responsible for preparing an agenda item cover sheet and for the initial presentation at the meeting. Items included on the agenda must be submitted to the Staff Liaison no later than one week before the Commission meeting at which the agenda item will be considered. Agenda packets for regular meetings will be provided to the Members in advance of the scheduled Commission meeting. Agenda packets will contain the posted agenda, agenda item cover sheets, and written minutes of the last meeting. Section 4.3. Special Meetings. Special meetings may be called by the Chairman or by request of three (3) Members. Planning and Zoning Commission Bylaws Revised December 2015 Page 4 of 7 Section 4.4. Quorum. A quorum shall consist of a majority of the Members. A quorum is required for the Commission to convene a meeting and to conduct business at a meeting. Section 4.5. Call to Order. Commission meetings will be called to order by the Chairman or, if absent, by the Vice -Chairman. In the absence of both the Chairman and Vice -Chairman, the meeting shall be called to order by the Secretary, and a temporary Chairman shall be elected to preside over the meeting. Section 4.6. Conduct of Meeting. Commission meetings will be conducted in accordance with these Bylaws and City Council Meeting Rules and Procedures, as applicable to the Commission. See Ordinance Chapter 2.24. Section 4.7. Voting. Each Member shall vote on all agenda items, except on matters involving a conflict of interest, substantial financial interest or substantial economic interest under state law, the City's Ethics Ordinance, or other applicable Laws, Rules and Policies. In such instances the Member shall make the required disclosures and shall refrain from participating in both the discussion and vote on the matter. The Member may remain at the dais or leave the dais, at the Member's option, while the matter is being considered and voted on by the other Commission Members. Unless otherwise provided by law, if a quorum is present, an agenda item must be approved by a majority of the Commission Members present at the meeting. Section 4.8. Minutes. A recording or written minutes shall be made of all open sessions of Commission meetings. The Staff Liaison is the custodian of all Commission records and documents. Section 4.9. Attendance. Members are required to attend Commission meetings prepared to discuss the issues on the agenda. A Member shall notify the Chairman and the Staff Liaison if the Member is unable to attend a meeting. Excessive absenteeism will be subject to action under Council policy and may result in the Member being replaced on the Commission. See Ordinance Section 2.36.010D. Excessive absenteeism means failure to attend at least 75% of regularly scheduled meetings, including Commission meetings and Subcommittee meetings. If a Member is removed from the Commission that position shall be considered vacant and a new Member shall be appointed to the Commission in accordance with Section 2.5 above. Section 4.10. Public Participation. In accordance with City policy, the public is welcome and invited to attend Commission meetings and to speak on any item on the Planning and Zoning Commission Bylaws Revised December 2015 Page 5 of 7 agenda. A person wishing to address the Commission must sign up to speak in accordance with the policy of the Council concerning participation and general public comment at public meetings. Sign-up sheets will be available and should be submitted to the Chairman prior to the start of the meeting. If any written materials are to be provided to the Commission, a copy shall also be provided to the Staff Liaison for inclusion in the minutes of the meeting. Speakers shall be allowed a maximum of three minutes to speak, but may take up to six minutes if another individual who signs up to speak yields the time to the speaker. If a person wishes to speak on an issue that is not posted on the agenda, they must file a written request with the Staff Liaison no later than one week before the scheduled meeting. The written request must state the specific topic to be addressed and include sufficient information to inform the Commission and the public. A person who disrupts the meeting may be asked to leave and be removed. Section 4.11. Open Meetings. Public notice of Commission meetings shall be provided in accordance with the provisions of the Texas Open Meetings Act. All Commission meetings and deliberations shall be open to the public, except for properly noticed closed session matters, and shall be conducted in accordance with the provisions of the Texas Open Meetings Act. Section 4.12. Closed Sessions. The Commission may conduct closed sessions as allowed by law, on properly noticed closed session matters, such as consultation with attorney on legal matters, deliberation regarding the value of real property, competitive utility matters, and economic development negotiations. A recording or certified agenda shall be made of all closed sessions of Commission meetings. ARTICLE V. REPORTS TO CITY COUNCIL The Commission shall meet with City Council, as requested, to determine how the Commission may best serve and assist City Council. City Council shall hear reports from the Commission at regularly scheduled Council meetings. ARTICLE VI. SUBCOMMITTEES Section 6.1. Formation. When deemed necessary by a majority of the Commission, Subcommittees may be formed for specific projects related to Commission matters. Subcommittees comprised of non -Members may only be formed with the prior consent and confirmation of the City Council. Planning and Zoning Commission Bylaws Revised December 2015 Page 6 of 7 Section 6.2. Expenditure of Funds. No Subcommittee, or member of a Subcommittee, has the authority to expend funds or incur an obligation on behalf of the City or the Commission. Subcommittee expenses may be reimbursed if authorized and approved by the Commission or by City Council. Section 6.3. Open Meetings. Subcommittee meetings and deliberations shall be open to the public, except for properly noticed closed session matters, and shall be conducted in accordance with the provisions of the Texas Open Meetings Act. ARTICLE VII. BYLAW AMENDMENTS These Bylaws may be amended by majority vote of the Commission Members at any regular meeting of the Commission. The Commission's proposed amendments to the Bylaws must be approved by City Council at the next Council meeting after the Commission's approval. Bylaw amendments are not effective until approved by City Council. Approved and adopted at a meeting of the City Council on the O day of r _,e, r \h. 2015. ATTEST: THE CITY OF GEORGETOWN S, - - �) a City Secretary Approved and adopted a 2016. ATTEST: Commission Secretary Planning and Zoning Commission Bylaws Revised December 2015 Page 7 of 7 Mayor at a meeting of the Commission on the /9— day of COMMISSION Commission Chairman CITY OF GEORGETO ST2v 1 11 R IPI M? ADVISORY BOARD Section 1.1. Name. Strategic Partnerships for Community Services Advisory Board ("Board"). Sectionl.2. Purpose. The City of Georgetown values partnerships with organizations th are committed to addressing our community's greatest public challenges. The purpose e rg "z at'o urn po s • s j City funding to the nonprofit sector is to cultivate and sustain partnerships with 501(c) i . ?f W . . . . . . . . . . c -rd -61 —q-Pg0(ri jrggr, -ChviL-r 2J -T? Section 2.2. Eligibility. Each Member shall reside in the City of Georgetown corporate City limits or the extraterritorial jurisdiction of the City. Members shall be selected from the following categories including: 1. One member who is a CPA or Accountant, preferably with nonprofit financial background; 2. One member with a strong working knowledge of local nonprofits; 3. One member with expertise in grant writing and/or grant evaluation; and 4. Twocitizens-at-large with relevant expertise in fields such as health care, education, etc. If no qualified individuals are available, appointments may be made in accordance with the Code of Ordinances Chapter 2.36.030(G). Section 2.3. Appointment of Board Members. Members of the Board shall be appointed pursuant to and in accordance with the City Charter. Strategic Partnerships for Community Services Advisory Board Established December 2015 Page I of 6 Section 2.4. Terms of Office. Generally, terms of office for each Member shall be two (2) years. Generally, a Member may serve two (2) consecutive terms. Refer to Ordinance Section 2.36.030A for additional provisions regarding terms • • Section 2.5. Vacancies. Vacancies that occur during a term shall be fined as soon as • possible and in the same manner as an .!RR• in accordance with the City Charter. If possible, the Member shall continue to serve until the vacancy is filled. An appointment to fill a vacated term is not included as a term for purposes of counting consecutive terms. ---S-ectiori.2.6. Cumptnsation and out compensation. The Board and its Members have no authority to expend funds or to incur or make an obligation on behalf of the City unless authorized and approved by the City Council. Members may be reimbursed for expenses authorized and approved by the City Council and the Board. Section 2.7. Compliance with City Policy. Members will comply with City Ordinances, Rules and Policies applicable to the Board and the Members, 'including but not limited to Ethics Ordinance Chapter 2.20 and Cihj Commissions, Committees and Boa4s Ordinance Chapter 2.36. Section 2.8. Removal. Any Member may be removed from their position on the Board for ?ny reason, or for no reason, by a majority vote of the City Council. EMU _[*A_*ttflWL*ffl N Section 3.1. Officers. The Board Officers are Chairman, Vice -Chairman and Secretary. The Chairman is recommended by the Mayor and the City Council shall approve the recommendation by a vote of the majority of the Council during the annual appointment process. Should the Mayor fail to recommend a Chairman for each board, committee, or commission, and/or the Council fails to approve any Chairman recommended by the sezve ,rd Officers nra elected Section 3.2. Terms of Office for Board Officers. Board Officers serve for a term of one year. In the event of vacancy in the office of Chairman, the Vice -Chairman shall serve as Chairman until the City Council appoints a replacement Chairman. A vacancy in the other offices shall be elected by majority vote of the Members at the next regularly scheduled Established December 2015 Page 2 of 6 meeting, or as soon as reasonably practical for the unexpired term. If possible, a Board Officer shall continue to serve until the vacancy is filled. a. The Chairman presides at Board meetings. The Chairman shall generally manage the business of the Board. The Chairman shall perform the duties delegated to the Chairman by the Board. b. The Vice -Chairman shall perform the • delegated • the Vice -Chairman by the Board. The Vice -Chairman presides at Board meetings in the Chairman's absence. The Vice -Chairman shall perform the duties of the Chairman in the Chairman�s absence or disability. ARTICLE IV. MEETINGS Section 4.1. Time and Date of Regular Meeting. The Board shall schedule all regular meetings in accordance with the requirements of the Board's responsibilities. Section 4.2. Agenda. Items may be placed on the agenda by the Chairman, th Manager or designee, or at the request of a Member. The party (or individual) requu:s�tiil the agenda item will be responsible for preparing an agenda item cover sheet and initial presentation at the meeting. Items included on the agenda must be submitted to - Staff Liaison no later than one week before the Board meeting at which the agenda item w* be considered. Agenda packets for regular meetings will be provided to the Members i advance of the scheduled Board meeting. Agenda packets will contain the posted agenlL'd.. agenda item cover sheets, and written minutes • the last meeting. Section 4.3. Special Meetings. Special meetings may be called by the Chairman or by three (3) Members. Section 4.4. Quorum. A quorum shall consist of a majority of the Members. A quorum is required for the Board to convene a meeting and to conduct business at a mee g. gection 4.5. Call to Order. Board meetings will be called to order by the Chairman or, if 7.bsent, by the Vice -Chairman. In the absence of both the.Chairman and Vice -Chairman, the Strategic Partnerships for Community Services Advisory Board Established December 2015 Page 3 of 6 meeting shall be called to order by the Secretary; and a temporary Chairman shall be elected to preside over the meeting. Section 4.6. Conduct of Meeting. Board meetings will be conducted in accordance with these Bylaws and City Council Meeting Rules and Procedures, as applicable to the Board. See Ordinance Chapter 2.24. Section 4.7. Voting. Each Member shall vote on all agenda items, except on matters involving a conflict of interest, substantial financial interest or substantial economic interest under state law, the City's Ethics Ordinance, or other applicable Laws, Rules and Policies. in such instances Me- Meffil3er s a I m the required disclosures and-shaR-Tefi-aimfroin participating in both the discussion and vote on the matter. The Member may remain at the dais or leave the dais, at the Member's option, while the matter is being considered and voted on by the other Board Members. Unless otherwise provided by law, if a quorum is present, an agenda item must be approved by a majority of the Board Members present at the meeting. Section 4.8. Minutes. A recording or written minutes shall be made of all open sessions of Board meetings. The Staff Liaison is the custodian of all Board records and documents. Section 4.9. Attendance. Members are required to attend Board meetings prepared to 456-rawvz lr4m--% the Chairman and the Staff Liaisom if the Member is unable to attend a meeting. Excessive absenteeism will be subject to action under Council policy and may result in the Member being replaced on the Board. See Ordinance Section 2.36.010D. Excessive absenteeism means failure to attend at least 75% of regularly scheduled meetings, including Board meetings and Subcommittee meetings. If a Member is removed from the Board that position shall be considere vacant an a new Member shall be appointed to the Board in accordance with Section 2.5 above. Section 4.10. Public Pard * ation. In accordance with City policy, the public is welco CIP and invited to attend Board meetings and to speak on any item on the agenda. A persloji. wishing to address the Board must sign up to speak in accordance with the policy of -parti vation and eneralt-ublic comment at oublic mee s. Sign -u sheets will be available and should be submitted to the Chairman prior to the start of meeting. If any written materials are to be provided to the Board, a copy shall also provided to the Staff Liaison for inclusion in the minutes of the meeting. Speakers shall allowed a maximum of three minutes to s7peak, but may take up to six minutes if anoth individual who signs up to speak yields the time to the speaker. If a person wishes to spe t on an issue that is not posted on the agenda, they must file a written request with the S1 Strategic Partnerships for community Services Advisory Board Established December 2015 Page 4 of 6 Liaison no later than one week before the scheduledmeeting. The written request must state the specific topic to be addressed and include sufficient information to inform the Board and the public. A person who disrupts the meeting may be asked to leave and be removed. Section 4.11. Open Meetings. Public notice of Board meetings shall be provided in accordance with the provisions of the Texas Open Meetings Act. All Board meetings and *terP4 and shall be conducted in accordance with the provisions of the Texas Open Meetings Act. Section 4.12. Closed Sessions. The Board may conduct closed sessions as allowed by law, on properly noticed closed session matters, such as consultation with attorney on legal matters, deliberation regardmig the value of real property� competitive utility matters, and economic development negotiations. A recording or certified agenda shall be made of all dosed sessions of Board meetings. 77�777ci slian meet 17-71. 1 k-ouncii, as rell,117 serve and assist City Council. City Council shall hear reports from the Board at regularly scheduled Council meetings. Section 6.1. Formation. When deemed necessary by a majority of the Board, *ubcommittees may be , formed for specific projects related to Board matters. ned with the v -ior consent and confirmation of the City Council. Section 6.2. Expenditure of Funds. No Subcommittee, or member of a Subcommittee, has the authority to expend funds or incur an obligation on behalf of the City or the Board. a -tie 'If IAGY--Qa� . .91?. I4W&di.%I#'VVAd"ZMM. JGZA 1 9. Section 6.3. Open Meetings. Subcommittee meetings and deliberations shall be open to the public, except for properly noticed closed session matters, and shall be conducted in accordance with the provisions of the Texas Open Meetings Act. Strategic Partnerships for Community Services Advisory Board Established December 2015 Page 5 of 6 These Bylaws may be amended by majority vote of the Board Members at any regular meeting of the Board. The Boards proposed amendments to the Bylaws must be approved by City Council at the next Council meeting after the Board's approval. Bylaw amendments are not effective until approved by City Council. Approved and adopted at a meeting of the City Council on the 2 — day of 2015. ATTEST: THE CITY OF GEORGETOWN 0 City Secret Mayor Approved and adopted at a meeting of the Board on the '72e; /// day of J01 f�) 11 C71' 2016. A ;d Secretary Strategic Partnerships for Community Services Advisory Board Established December 2015 Page 6 of 6 KI 116 (the "Corporation") is located at 113 East 81h Street, Georgetown, Texas 78626. Such address shall also serve as the principal office of the •® and Board of Directors (the "Board"). 'Tn—e—R—eg—UsTe-rect Agm-f-for-Melorp time to time, may changethe registered agent and/or •the address •of •the registered office, in accordance with state law and subject to City Council approval, provided that such change is appropriately reflected in these Bylaws and in the Articles of Incorporation (the "Articles"). 9 2 of two of which shall be Georgetown City Council members. Members shall be residents in the City Limits or the ETJ. Directors shall be appointed by the City Council and serve at the pleasure of the City Council for staggered terms of two years, except as provided in the following. To initially establish staggering of terms, initial Directors shall draw by lot to determine the initial terms with two initial Directors serving terms until the last day of February 2007, and three initial Directors serving until the last day of February 2008. To initially establish staggering of terms of the two citizen at large positions established in February 2013; those Directors shall draw by lot to determine the initial terms with one Director serving a term until the last day of February 2014, and the other Director serving until the last day of February 2015, Each City Council member serving as a Director shall serve a term of two years or until the expiration of their council term whichever is earlier. If qualified, a Director completing a term may be reappointed at the discretion of the City Council. Notwithstanding any provisions herein to the contrary, a Director shall hold office until his/her successor shall have been appointed and qualified. GEDCO (4A) Bylaws Approved by GEDCO 12.13.2005; Approved by City Council 1.10.2006 First Amendment Approved by the City Council 2.13.2007 Second Amendment Approved by the City Council 7.12.2011 Third Amendment Approved by the City Council 12.11.2012 Fourth Amendment Approved by the City Council 12.8.2015 Page 1 of 14 Each Director shall be a resident of the City or its Extra Territorial jurisdiction (ETJ) and is entitled to one vote u p the City Council at will. of the unexpired term. Any Director or officer may at any time resign. Resignations shall be made in writing to the General Manaver and shall take effect at the time s(%ecified in the resitnatioq,-o—r,, if no time be specified, at the time of its receipt by the president or the secretary of the Board. The i?eed?*M-rW *Ti 2 in the resignation. • by the Board. Scheduled meeting times will be properly posted for public notification for regular and special called meetings as necessary. The president of the Board may cancel the meeting if there is no business to be conducted. ropecial meetings of the Board shall be held whenever called by the Board president, Gener&4 Manager, or upon written request to the secretary of the Board by two Directors. The secretary shall cause notice of the time and place of holding each meeting of the Board to be given to each Director. The notice may be Mi writing, in person, or in person by telephone. Notice of each meetm'R shall also be given to the public in accordance with the provisions of the Texas Open MeetingsChapter 551, Government Code, as amended. 61MINIM, A majority of the membership of the Board Micluding vacancies (a total of four members) shall constitute a quorum for the transaction of business. A supermajority of the membership of the Board shall be defined as a majority plus one (a total of five members). GEDCO (4A) Bylaws Approved by GEDCO 12.13.2005; Approved by City Council 1.10.2006 First Amendment Approved by the City Council 2.13.2007 Second Amendment Approved by the City Council 7.12.2011 Third Amendment Approved by the City Council 12.11.2012 Fourth Amendment Approved by the City Council 12.8.2015 Board Members are required to attend 75% of regularly scheduled Board meetings. Excessive absenteeism'will be subject to action under Council policy. Any Director or the General Manager may place an item on an agenda for future discussion. The order of business shall be determined by the president. At all meetings of the Board, the president, or in the president's absence, the vice president, or in the absence of both of these officers, a member of the Board selected by the Directors present shall preside. The secretary of the Corporation shall sit as secretary at all meetings of the Board, and in case of the secretary's absence, the presiding officer shall designate any Board member to act as secretary. The property and business of the Corporation shall be managed by the Board which may exercise all powers of the Corporation. as amended, and the applicable regulations of the United States prescribed and promulgated thereunder. The Corporation is incorporated for the purposes set forth in the Articles of Incorporation acting on behalf of the City of Georgetown, Texas (the "City") as its duly constituted Emk-o r oration Act of 1979, (Tex. Rev. Civ. Stat., Ann., Art. 5190.6, § 4A, as amended), (the "Act") and all other applicable laws to which it is subject and from which it derives its powers. The purpose of the Corporation is to consider requests and grant funds for Projects authorized under Sec A*�' and Section 4A�i�, of the Act, and as delineated in Geor-etown Ci � Council Resolution 121404 -JJ. All proposals shall be submitted to the General Manager for general and financial review prior to consideration by the Board. .•r re W MIT rem a M Z901401VAA so anci No an I- t, I re 17 111011L T"O" Me- 19,11 May 7, 2005, or these Bylaws including, but not limited to the followm*g: GEDCO (4A) Bylaws Approved by GEDCO 12.13.2005; Approved by City Council 1.10.2006 First Amendment Approved by the City Council 2.13.2007 Second Amendment Approved by the City Council 7.12.2011 Third Amendment Approved by the City Council 12.11.2012 Fourth Amendment Approved by the City Council 12.8.2015 Page 3 of 14 1. Develop policies and operating procedures that do not conflict with any City policy. 2. Undertake actions and Projects which are determined by the Board to lead to the creation or retention of primary jobs and/or provide significant capital investment and which benefit the community of Georgetown. 3. The Corporation may, in pursuing its purposes as stated in this section: • Acquire or lease property (land or buildings) within the City or ETJ • Negotiate market -discounted land agreements with developers or landowners • Plan, develop, improve, sell or lease land • Build or rehabilitate buildings • Provide funding for or develop infrastructure • Make secured or unsecured loans or loan guarantees • Provide direct grants to businesses • Borrow funds and issue bonds • fin n /inrpnfio up nrnrqm.-, fnIf+rqrf Pfqinm nr rr-,JnP.-..-. -De-v-elop-and-imple I • Market and promote the city and amenities consistent with the purposes and duties as set forth in the Bylaws 4. Develop long-range goals and programs for the Corporation. 5. Appoint standing or ad hoc committees, which may include City staff and/or individuals who are not members of the Board. I L expenses incurred in the Corporation's business may be reimbursed. The officers of the Corporation shall be a president, vice president and secretary. The Board, at each annual these officers. The its may appoint such other officers as it deems necessary, who shall have the authority, and shall perform such duties as from time to time may be prescribed by the Board. 1! r1:139344411 The president shall presideat all meetings of the Directors. He or she shall have the power, with Cit-L"Ou. of the Corporation, to sign checks, drafts, notes and orders for the payment of money, and to appoint and discharge agents and employees, subject to the approval of the Board. He or she shall GEDCO (4A) Bylaws Approved by GEDCO 12.13.2005; Approved by City Council 1.10.2006 First Amendment Approved by the City Council 2.13.2007 Second Amendment Approved by the City Council 7.12.2011 Third Amendment Approved by the City Council 12.11.2012 Fourth Amendment Approved by the City Council 12.8.2015 have general and active management of the business of the Corporation, and shall perform all the duties usually incident to the office of president. ine vice presi nave s Kcn plowers anci ii! - - ' 1, 1 #777-apie-t�UTFI—ITTT� her by the Board. In the absence or disability of the president, the vice president may perform the duties and exercise the powers of the president. incident to the office of secretary, subject to the control of the Board. Official Records of the Corporation shall be maintained and filed in the office of the City secretary of the City. Mel a C"51 V514565 i In the event that a Director is aware that he or she has a conflict of interest or potential conflict of interest, as defined by state of Texas conflict of interest statutes and/or the City of Georgetown Ethics Ordinance, with regard to any particular matter or vote coming before the Board, the Director shall bring the same to the attention of the Board and shall abstain from discussion and voting thereof. If any Director believes that any other Director may have a conflict of interest on a matter before the Board, he/she is obligated to inform the Director of that opinion. It is then the responsibility of the Director with the possible conflict to resolve the situation. - - -•TtT1WMTRMM 11 - . 4' and/or the City of Georgetown Ethics Ordinance and be processed accordingly. In accordance with state law, the Board shall be responsible for the proper discharge of its duties assigned herein. The Board shall determine its policies and directives within the limitations of the duties herein imposed by applicable laws, the Articles, these Bylaws, contracts entered into with the City, and budget and fiduciary responsibilities. Such policies and directives are subject to approval by the City Council. Any request for services made to the departments of the City shall be made by the Board or its designee to the City Manager. The City Manager may approve such requests for assistance from the Board when he or she finds such requested services are available within the City GEDCO (4A) Bylaws Approved by GEDCO 12.13.2005; Approved by City Council 1.10.2006 First Amendment Approved by the City Council 2.13.2007 Second Amendment Approved by the City Council 7.12.2011 Third Amendment Approved by the City Council 12.11.2012 Fourth Amendment Approved by the City Council 12.8.2015 Page 5 of 14 and that hie oar as agreed to reimburse the City tor the cost ot such services so provided, as provided in Article IIL Section 3.08 of these Bylaws. WWOINCI The Corporation may, with approval of the City Council, contract with any qualified and appropriate person, association, corporation or governmental entity to perform and discharge designated tasks which will aid or assist the Board 'in the performance of its duties. However, no its discretion and policy-making functions in discharging the duties herein set forth. An services provided by the General Manager, Finance Manager, the City Attorney, and other City services/functions and compensated as provided for herein. have the right to utilize the services of the staff and employees of the Finance Department of the City, the staff and employees of the City Manager's Office, the staff and employees of the Econon-dc Development department, the City Attorney, and other employees of the City, provided (i) that the City Manager approves of the utilization of such services, (ii) that the Corporation shall pay, as approved by the City Manager, reasonable compensation to the City of such services, and (iii) the performance of such services does not materially interfere or conflict with the other duties of such personnel of the City. Utilization of the aforesaid city staff shall be solely by a contract approved by the City Council. ITL = j. 1-en�MMTC�WMI W- �107 Ecoj.41_-"j1c t,#, o0imply with all training and educational requirements as specified by state legislation, the Texas 4if roodifiW.-*f Texas Comptroller, as amended from time to time. If a Board member fails to comply with these requirements, the City Council shall consider the specific situation and may remove the member from the Board at its discretion. The Board may obtain a corporate seal which shall be a star with the words Georgetown Economic Development Corporation, but these Bylaws shall not be construed to require the use of the corporate seal. GEDCO (4A) Bylaws Approved by GEDCO 12.13.2005; Approved by City Council 1.10.2006 First Amendment Approved by the City Council 2.13.2007 Second Amendment Approved by the City Council 7.12.2011 Third Amendment Approved by the City Council 12.11.2012 Fourth Amendment Approved by the City Council 12.8.2015 ARTICLE V. FISCAL YEAR The City Manager of the City of Georgetown, Texas, shall be the General Manager of the Corporation and be in charge of the properties and affairs of the Corporation, shall administer all work orders, requisitions for payment, purchase orders, contract administration/oversight, and other instruments or activities as prescribed by the Board in the name of the Corporation. WIMOMV =W I VIRTICUS-91W.-I W -31-41"1111W0 Pill Wel I progtaffis 771773717T. Trieseent?M11111-PPYRTMITT ?TTy-CCb -91 UIC %.-ILI V1 d1119,11 entity focused on economic development, and they shall perform those duties as are assigned to them. These employees shall be compensated as prescribed in Article III, Section 3.08 of these Bylaws. The General Manager shall have the authority, and subject to provisions of the City Charter and policies and procedures of the City, to hire, fire, direct, and control the work of such employees. The Finance Manager shall be the City's Director of Finance & Administration. The Finance and securit,, of all funds and securities of the Corporation. When necessary or proper, the Finance Manager, or their designee, --Edo b7=17 -717P Of I I A 117 60177 U"s T T 113?1 IF P It IF I I T5 as tilt Tu Council consistent with these Bylaws. The Finance Manager shall see to the entry in the books of t3t-e-f ut on account of the Corporation. The Finance Manager shall, at the expense of the Corporation, give such bond for the faithful discharge of the duties in such form and amount as the City Council shall require, by resolution. The Fiance Manager shall also coordinate an annual audit of the Corporations Financial Statements by an independent outside audit firm approved by the City Council. The Finance Manager shall submit a report to the Board each month, in sufficient detail, of all checks or drafts issued on behalf of the Corporation for the previous month. The Finance Manager GEDCO (4A) Bylaws Approved by GEDCO 12.13.2005; Approved by City Council 1.10.2006 First Amendment Approved by the City Council 2.13.2007 Second Amendment Approved by the City Council 7.12.2011 Third Amendment Approved by the City Council 12.11.2012 Fourth Amendment Approved by the City Council 12.8.2015 Page 7 of 14 The City Council may appoint Ex -Officio members to the Board as it deems appropriate. These representatives shall have the right to take part in any discussion in open meetings, but shall not have the power to vote in the meetings or the right to attend executive sessions, unless specifically invited to attend by the president. Ex -Officio members shall serve a term of one year. Ex -Officio members shall be required to take an Oath of Office and abide by, and be subject to, any City Code of Ethics. The General Manager and Finance Manager shall have the right to take part in any discussion of the Board, Board committees or subcommittees thereof, including attendance in executive sessions (when invited ( by thp nrP-,icJPnf fn f'hPq-YPrufive_session) -4-- 4-1 I I I meetings attended. Section 6.05 DUTIES OF THE BOARD The Board shall expend, in accordance with State law and subject to City Council approval, the funds received by it for allowable expenditures approved within the Bylaws Section 2.11. The Board shall make a semi-annual report tothe City Council including, but not limited to the following: (1) A review of the accomplishments of the Board in the area of economic development; and (2) The activities of the Board for the budget year addressed in the annual financial report, together with any proposed change in the activity as it may relate to economic development. FPC r _Tt -ewif-fF 617 Q At least thirty (30) days prior to September Is', the Board shall prepare and adopt a proposed budget of expected revenues and proposed expenditures for the next ensuing fiscal year. The fiscal year of the Corporation shall be the same as the fiscal year of the City of Georgetown. The budget GEDCO (4A) Bylaws Approved by GEICO 12.13.2005; Approved by City Council 1.10.2006 First Amendment Approved by the City Council 2.13.2007 Second Amendment Approved by the City Council 7.12.2011 Third Amendment Approved by the City Council 12.11.2012 Fourth Amendment Approved by the City Council 12.8.2015 Corporation's Board of Directors. The budget proposed for adoption shall include the projected •r. and such other budgetary information as shall be required by the City Council for its approval and adoption. The budget shall be considered adopted upon formal approval by the City Council. • in restwon ding to unanticittlated Produrin.44-owre-en shall fairly and equally consider Projects in t e following categories: 1. Industrial development 2. Commercial development (including, but not limited to, Projects within the Downtown District and redevelopment areas designated by the City Council) Each approved request from the Board for Project funding must be made in the form of a Resolution -4 2w- fi—,?. daccomy-arded by a sNecific determination of e1i96&WW- of the Project for 4A funding under the Act. WPM • -.tLy 57 the overall financial condition and operations of the Corporation. In addition to these policies, tha- Corporation will: 1. Balance the Corporations funding capacity between the various types of opportunities described in Section 6.06 1 & 2 above, with none of these categories receiving more than 50% of the total bonding capacity in any fiscal year of the Corporation. Exceptions to this rule may be approved by the Board by a supermajority vote of the members of the Board. Exceptions shall also be approved by the City Council. 2. The Corporation must enter into a Performance Agreement for any "Projectincentive or expenditure made on behalf of a business, per Section 40 of the Act. • The Performance Agreement must provide a schedule of additional payroll of jobs to be created or retained and/or capital investment to be made as consideration made by the Corporation under the agreement. • The Performance Agreement, at a minimum, must specify the terms under which repayment must be made to the City if the business enterprise fails to meet the performance requirements as specified in the agreement. . to 1 1, 1 0 The Finance Manager shall keep and properly maintain, in accordance with generally accepted accounting principles, complete financial books, records, accounts, and financial statements pertaining to its corporate funds, activities, and affairs. GEDCO (4A) Bylaws Approved by GEDCO 12.13.2005; Approved by City Council 1.10.2006 First Amendment Approved by the City Council 2.13.2007 Second Amendment Approved by the City Council 7.12.2011 Third Amendment Approved by the City Council 12.11.2012 Fourth Amendment Approved by the City Council 12.8.2015 Page 9 of 14 The Board shall, no later than February 1-t of each year, submit to the Texas Comptroller a financial report in the form required by the Comptroller, as required by the Act. The City shall, at all times, have access to the books and records of • •i # Corporation be subject Public Information Act (Chapter 552, Government Code). All proceeds from the issuance of bonds, notes or other debt instruments (the "Bonds") issued by the Corporation shall be deposited and invested as provided in the resolution, order, indenture, or other documents authorizing or relating to their executionor •i handled in accordance 1 i LlI M" i t• . i# r • #• ttr #. `.f l • l.•' a 'lift#:'' s bonds, by the Corporation without the approval of the City Council. RX P11 1 01 Me V --11Y, d's du-1-11urizeft- Investment Policy. . designate:.i ! depositories i :./ be created and designated for suchvurAoses, and methods of withdrawal of funds for use—b-,r and for the purposes of the Corporation. The accounts, reconciliation, and investment of such funds and accounts shall be performed by the Department of Fmiance of the City. The Corporation shall pay reasonable compensation for such services as prescribed in Article III, Section 3.08, of these Bylaws. # �...' : • moniesThe monies of the Corporation, including sales and use taxes collected pursuant to the Act, the proceeds from the investment of funds of the Corporation-, the praceed-s from the sale of 1,prop -eut-,At, derived • ` r r of • . received from` or ' of property, y,roceeds derived from the sale of Bonds,, and other:proceeds maw be exv ,,,ended b -,i the Cor)Roration for any of the purposes authorized by the Act, subject to Section 6.06 of these Bylaws and the following e 1. Expenditures that may be made from a fund created from the proceeds of Bonds, and expenditures of monies derived from sources other than the proceeds of Bonds may be used for the purposes of financing or otherwise providing one or more Projects, as defined in the Act. The specific expenditures shall be described in a resolution or order of the Board and shall be made only after the approval thereof by the City Council. GEDCO (4A) Bylaws Approved by GEICO 12.13.2005, Approved by City Council 1.10.2006 First Amendment Approved by the City Council 2.13.2007 Second Amendment Approved by the City Council 7.12.2011 Third Amendment Approved by the City Council 12.11.2012 Fourth Amendment Approved by the City Council 12.8.2015 .. t 2. All other proposed expenditures shall be made in accordance with and shall be set forth in the annual budget required by these Bylaws or in contracts meeting the requirements of the Act. unless the City Council shall approve such bonds. aruujm �fmcy�­Vr (sicner 1FIRTT-M—c-r-l" on behalf of the Corporation. Such authority may be confined to specific instances or defined in general terms. When appropriate, the Board may grant a specific or general power of attorney to c,2rry gi it so-ite •o -t belt 21f *f the B*2ril. nrovitiai_ 'conpev�e�_.V.?_.t _,to such Dower of attornev 11jimmomm-imum Sinus UJULMLiusJol or secretary. ARTICLE VII. MISCELLANEOUS Whenever under the provisions of these Bylaws notice is required to be given to any Director or by depositing it in the post office or letter box in a post paid envelope or postal card addressed to the Director or oddress as it a"lears on the books of the Contoration. and the notice shall be deemed to be given at the time when it is mailed. Whenever any notice to Directors or *5'4 r,qi or persons entitled to the notice, whether before or after the time stated shall be deemed the equivalent of notice. This paragraph does not eliminate the requirement to comply with the Open Meetings Act. To the extent these Bylaws refer to any approval or other action to be taken by the City, that a+�v.rivwl or -or motito_n_du�i adopted by the City Council. 14 1•1 M. 11 The City Council at its sole discretion, and at any time, may alter or change the structure, organization or activities of the Corporation (including the termination of the Corporation), subject GEDCO (4A) Bylaws Approved by GEDCO 12.13.2005; Approved by City Council 1.10.2006 First Amendment Approved by the City Council 2.13.2007 Second Amendment Approved by the City Council 7.12.2011 Third Amendment Approved by the City Council 12.11.2012 Fourth Amendment Approved by the City Council 12.8.2015 Page 11 of 14 riotwithstanding, the City, at all times during which any indebtedness of the Corporation, thit interest on which is exempt from federal income taxation, remains outstanding, will maintain a beneficial interest in the Corporation. 1`111 iflli I-- — — -- J= A %- L CU LU H t LI tI- T-11 LII -M -O VU 11 the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practices and Remedies Code), a governmental unit and its actions are governmental functions. The Corporation shall indemnify each and every member of the Board, its officers and its employees, and each member of the City Council and each employee or representative of the City, to the fullest extent permitted by law against any and all liability or expense, micluding attorneys r, •I I 1 a nay-arise-aii ii:11. I)f the functions and activities of the Corporation. This indemnity shall apply even if one or more of those to be inden-Lnified was negligent or caused or contributed to cause any loss, claim, action or suit. Specifically, it is the intent of these Bylaws and the Corporation to require the Corporation to indemnify those named for indemnification, even for the consequences of the negligence of those to be indemnified which caused or contributed to cause any liability. The Corporation must purchase and maintain insurance on behalf of any Director, office employee, or agent of the Corporation, or on behalf of any person serving at the request of t Corgoration as a Board member, officer, emplovee,, or a ent of another c oration, partnershil joint venture, trust, or other enterprise, against any liability asserted against that person an incurred by that person in any such capacity or arising out of any such status with regard to t Corporation, whether or not the Corporation has the power to indemnify that person again liability for any of those acts. 11 • (2) the approval of these Bylaws by the City Council. These Bylaws may be amended at any time and from time to time either by majority vote of tlit- Directors then in office with the royal of the 6;!;t;,jC--ouncilorbi� the 1,;;i .-ouncil itself, at its solti discretion. GEDCO (4A) Bylaws Approved by GEDCO 12.13.2005; Approved by City Council 1.10.2011 First Amendment Approved by the City Council 2.13.2007 Second Amendment Approved by the City Council 7.12.2011 Third Amendment Approved by the City Council 12.11.2012 Fourth Amendment Approved by the City Council 12.8.2015 These Bylaws shall be liberally construed to effectuate their purposes. If any word, phrase, clause, sentence, paragraph, section or other part of these Bylaws, or the application thereof to any person or circumstances, shall ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of these Bylaws and the 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. "Off "MR11 Wilk I hereby certify that the foregoing Bylaws are the true and correct Bylaws of the Corporation as approved and a• • - by the City Councilon the day of 2015. r Shelley Nowling, City Secretary I - Before! public, on this day personally appeared Dale Ross,• • me to r• declared and correct. Notary Public, State of Texas My commission expires: GEDCO (4A) Bylaws Approved by GEDCO 12.13.2005; Approved by City Council 1.10.2006 First Amendment Approved by the City Council 2.13.2007 Second Amendment Approved by the City Council 7.12.2011 Third Amendment Approved by the City Council 12.11.2012 Fourth Amendment Approved by the City Council 12.8.2015 Page 13 of 14 I hereby certify that the foregoing Bylaws are the true and correct Bylaws of the Corporation as adopted by the Corporation on the — day of 2016. By: President STATE OF TEXAS § COUNTY OF WILLIAMSON § Before me, a notary public, on this day personally appeared , known to me to be the Cterson whose name is su scribed to the-fore�going document and, beinN bkj me first dUL-,i sworn, declared that the statements therein are true and correct. Given under my hand and seal of office this day of r 2016. • Public, State of Texas My commission expires: GEDCO (4A) ► Approved by GEDCO 12.13.2005; Approved by City Council 1.10.2006 First Amendment Approved by the City Council 2.13.2007 • Amendment Approved by the City Council 7.12,2011 • Amendment Approved by the City Council 12.11.2012 Fourth Amendment Approved by the City Council 12.8.2015 BYLAWS OF GEORGETOWN TRANSPORTATION ENHANCEMENT CORPORATION The registered office and mailing address of the Georgetown Transportation Enhancement Corporation (the "Corporation") is located at 113 East 8111 Street, Georgetown, Texas 78626. Such address shall also serve as the principal office of the Corporation and board of directors (the "board"). J be A�.-= AgenT r I di I 1 11111 1111, !11=.1 time to time, may change the registered agent and/or the address of the registered office, in accordance with state law and subject to City Council approval, provided that such change is appropriately reflected in these bylaws and in the Articles of Incorporation (the "Articles"). I a fhe business affairs of the Corporation shall be managed by a board of seven directors. Directors shall be residents in the City Limits and appointed by the Council of the City, and at least three directors must not be employees, officers, or members of the City Council. At least one of the directors shall be a City Council member. Each member of the board shall serve at the pleasure of the City Council for staggered terms of two years except as provided in the following sentences. To establish staggering of terms, initial directors appointed as a result of these amended and restated im Aiiill w mul qTaillieu. 11 qJA1,1,1jr-A, W 1 cz 11, 1 Council. Each director shall be a resident ofthe City and is entitled to one vote w• the business of the Corporation. Any director may be removed • • by the City Council at will. Section 2.02 VACANCIES �W time of its receipt by the president or the secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly • provided in the resignation. Georgetown Transportation Enhancement Corporation Bylaws (GTEC) - 4B Approved by City Council 12.8.2015 Page 1 of 12 The board shall meet on a regular basis, at a specified time, day, and location as approved annually by the board. All meetings shall be called and held in accordance with the Texas Open Meetings Act, Chapter 551, Government Code, as amended. The president of the board may cancel the meeting if there is no business to be conducted. Section 2.04 SPECIAL MEETING Special meetings of the board shall be held whenever called by the president, General Manager, or upon written request to the secretary by two directors. The secretary shall cause notice of the time and place of holding each meeting of the board to be given to each director. The notice may be in writing, in person, or in person by telephone. Notice of jvl#�Jjg i- exas Open *wA%Qwd,& Meetings Act, Chapter 5 5 1, Government Code, as amended. —1 It A majority of the membership of the board, including vacancies, shall constitute a quorum for the transaction of business. I I I NY.,, 112 1* 1 Board members are required to attend 75% of regularly scheduled Board meetings. Excessive absenteeism will be subject to action under Council policy. * . k 1 I6 - 1 -, g -111a 91 Eel DI N I k7i I 011a I Pm7mre [!,owers of the Corporation, Georgetown Transportation Enhancement Corporation Bylaws (ETEC) — 4B Approved by City Council 12.8.2015 Page 2 of 12 • i• • a f• . -• « • • i •• « i • e i•• •-iArticles acting on behalf of the City of Georgetown, Texas (the Ti ") as its duly constitutedCojQoration Act of 1979Lawc-M loon,Y MHIFauthorized projects in accordance with Section 413 of the Act. The Corporation shall be a non-profitcorporation as defined by the Internal Revenue Code of 1986, as amended, and the applicableregulations of the United States prescribed and promulgated thereunder. It shall not be the purposeof this Corporation to engage in carrying on propaganda or otherwise attempting . to influencelegislation. In addition to the powers conferred by these bylaws, the board may exercise all powers • purchase, or otherwise acquire forproperty,or r .- - • i•: • • -• i .• • • • • • generally on - . • conditions as theydetermine to be appropriate, and . t their securities or contracts of the Corporation as may be lawful; '; f:IN ! - '. • �«:*.. ri • (.':"# • tee... other act or thin necessary to and (3) to sell or lease the real or personal property of the Corporation on such terms the board may see fit and to execute all deeds, leases and other conveyances or contracts that may be necessary for * out - purposes of • i• 6 expenses incurred in the Corporation's business may be reimbursed. Section 3.02 Mil prescribed by the board. Georgetown Transportation Enhancement Corporation Bylaws (ETEC) — 4B Approved by City Council 12.8.201 S Page 3 of 12 The president shall preside at all meetings of the directors. He or she shall have the power, t city Una Weg ila_o�rno,,Nni - TIOWN incident to the o e of president. FIIIJ I U NO The vice president shall -have -such pow.ers.and,perfonn suchduties as.ayeaeieate tohimorer h -"' — . . . ......... . .. by the board. In the absence or disability of the president, the vice president may perform the duties and exercise the powers of the president. RIM Th6 scoretiwf shall k-ee)i tke mi es7*L-911 meetiags *f tke �,*v-rt h0t*oks jr�#vitet f+r tMIJ;M�,#TW" shall provide all notices, may sign with the president, or a vice president, in the name of the I IN of secretary, subj ect to the control of the board. Records of the Corporation shall be maintained and filed in the office of the City Secretary of the City. - ---- ---------- Ir Mol I ITMOIJOTMOUJIMATU I VIIIII HU 41 1 LCIC L 0 particular matter. The director about whom a conflict of interest question has been raised shall refrain from voting with regard to the determination as to whether a true conflict exists. Failure to conform to these requirements herein and policies as may be adopted by the board is cause for dismissal from the board by action of the City Council. Win lima Ma 110 I to M MuM c,ies and directives are subj ect to c" o 11474 Georgetown Transportation Enhancement Corporation Bylaws (GTEC) — 4B Approved by City Council 12.8.2015 Page 4 of 12 made by the board or its designee in writing to the City Manager. The City Manager may approve such request for assistance from the board when he or she finds such requested services are availa e within the City and that the board has agreed to reimburse the City for the cost of such services so provided, as provided in Article III, Section 3.08 of these bylaws. Section 3.08 CONTRACTS FOR SERVICES 3Ae with "roval of the City Council, contract with any qualified and appropriate N.Ters OWN W711711771M ever be approved or entered into which seeks or attempts to divest the board of its discretion and policy-making functions in discharging the • herein set forth. An administrative services Citv Council for the services provided bj the kienerat 1717nuger, rnusTice ImWid6cf, OCUICO-L" provided for herein. A g, Cglinrali ave MaL Lll�,'MLJ Ificula&_1 as wj,�rtyei4ly the Citf 14niager, rem*r.2�Wle c+mq�,.-xs24#,x t* tke City service-, a)td (iil)&Ie of the City. Utilization of the aforesaid City staff shall be solely by a contract approved by the City Council. The board may obtain a corporate seal which shall be a star with the words Georgetown 4v these bgdaws shall notbe construed to require the use of the corporate seal. The City Manager of the City of Georgetown, Texas, shall be the General Manager of the Corporation and be in general charge of the properties and affairs of the Corporation, shall administer all work orders, requisitions for payment, purchase orders, contract ruments or activities asvrescribed , the board in the name of the Corporation. Georgetown Transportation Enhancement Corporation Bylaws (GTEC) — 4B Approved by City Council 12.8.2015 Page 5 of 12 -1 rry r to c—a out the programs of the board. These employees shall be employees ofthe City and perform those duties as are assigned to them. These employees shall be compensated as prescribed in Article 111, Section 3.09 ofthese bylaws. The General Manager shall have the authority, and subject to provisions ofthe City Charter and policies -procedures of the City, to hire, fire, direct, and control the work, as functionally appropriate, of such employees. The Finance Manager shall have the responsibility to see to the handling, custody, and security ofall funds and securities of the Corporation. When necessary or pro er, the Finance Manager shall p , endorse -and sign, -on-behalf of the.,Corporation,,for,--collection.-or-issua an'dlother''-,-""""",'ll""lI obligations drawn upon such bank or banks or depositories as shalt be designated by the City Council consistent with these bylaws. The Finance Manager shall see to the entry in the books of the Corporation of full and accurate accounts of all monies received and paid out on account of the Corporation. The Finance Manager shall, at the expense of the Corporation, give such bond for the faithful discharge of the duties in such form and amount as the City Council shall require, by resolution. The Finance Manager shall be an employee of the City. The Finance Manager shall periodically submit a report to the board, in sufficient detail, of all checks or drafts issued on behal of the Corporation for the previous month. The Finance Manager shall provi&a quarterly financial report to the City Council concerning activities of the Corporation in a format • with • financial reports of the City. The City Council may appoint Ex -Officio members to the board as it deems appropriate. These the power to vote in the meetings or attend executive sessions. Ex -Officio members shall serve,9 term of one year. Ex -Officio members shall be required to take an Oath of Office and abide by, and be subject to, any City Code of Ethics. right to take part in any discussion of the board, or committees thereof, including attendance of executive sessions, but shall not have the power to vote in any meetings attended. The board shall develop a Transportation Improvement Program, ("the TIP"), including maintenance ffias wamwkigmiaiwi"wgbi L U Georgetown Transportation Enhancement Corporation Bylaws (ETEC) — 4B Approved by City Council 12.8.2015 Page 6 of 12 that incorporates the Capital Improvement Plans of the City Public Works Department. The board shall ottutya a y-4—lic heariA�g c*?,cermag ViA Ae ?,i+jiti,#x mt rc!uiref zil-Tiu?l uj4ztes tit, tie TIP. A legal notice shall be advertised as determined by the board, at least three (3) days, prior to the scheduled public hearing. Z [96TI-11 FRI for transportation systems where such expenditures will have a benefit to the citizens of the City. The board shall make a quarterly report to the City Council including, but not limited to the following - (1) a review of the accomplishments of the board in the area of transportation systems improvement; and (2) the activities of the board for the budget year addressed in the annual report, together with any proposed change in the activity as it may relate to transportation systems improvement. and shall report on all activities of the board, whether discharged directly by the board or by any person, firm, corporation, agency, association or other entity on behalf of the board. 9ROMMMUMMM The board shall submit to the City Council for its approval, the TIP which shall include proposed fk nti rig raoth ui s arit, t1he U�q ette i c# sts *f h%;tIei-Aettzti,#,A, �9�14 Q st *f r.7 ti *xmot -�I-k 2 ixtex-M--vtj I the projects. The TIP plan shall include it short and long term to. for the transportation system development of the City. At least sixty (60) days prior to October I", the board shall prepare and adopt a proposed budget of expected revenues and proposed expenditures for the next ensuing fiscal year. The fiscal year of the Corporation shall commence on October Is'of each year and end on September 30. The budget shall contain such classifications and shall be in such form as may be prescribed from time to time by the City Council. The budget proposed for adoption shall include the projected operating expenses, and such other budgetary information as shall be required by the City Council for its approval and adoption. The budget shall be considered a opte •l trM approval by1he City Council. fill, 211M."Im" Georgetown Transportation Enhancement Corporation Bylaws (GTEC) — 4B Approved by City Council 12.8.2015 Page 7 of 12 The Finance Manager shall keep and properly maintain, in accordance with generally accepted accounting principles, complete financial books, records, accounts, and financial statements pertaining to corporate funds, activities, and affairs. be audited at least once each fiscal year by an outside, independent auditing and accounting firm selected by the City Council. Such audit shall be at the expense of the Corporation. the form required by the comptroller, as required by the Act. The City sh&l" all limes, have access to the books and records of the Corporation. The Corporation shall be subject to the Public Information Act (Chapter 552, Government Code). I ul uorporation shall be depositea and inveslea as PrOVIUeU Ill L11C 1`US%VKLIQI1, t statute governing me k-orporafion, ZOO Corporation without the approval of the City Council. All monies of the Co oration shall be deposited, secured, and/or invested in the manner provided aiiu I T -Tim -M -Y-17) uxx�v-", Tr - the purposes of the Corporation. The accounts, reconciliation, and investment of such funds and accounts shall be performed by the Department of Finance of the City. The Corporation shall pay Section 6.10 EXPENDITURES OF CORPORATE MONEY The monies of the Corporation, including sales and use taxes collected pursuant to the Act, the monies derived from the repayment of loans, rents received from the lease or use of property, the -T -Corioration for any of the purposes authorized by the Act, subject to the following limitations: TaemitiecLancictescriDeCallill orairs,resoitltl()[]NIlluelltllllllllI 0 to and approved by the City Council. (2) Expenditures that may be made from a fund created from the proceeds of Bonds, and Georgetown Transportation Enhancement -Corporation -Bylaws (ETEC) — 4B Approved by City Council 12.8.2015 Page 8 of 12 for the purposes of financing or otherwise providing one or more projects, as defined in the Act. The specific expenditures shall be described in a resolution or order of the board and shall be made only after the approval thereof by the City Council. (3) All other proposed expenditures shall be made in accordance with and shall be set forth in the annual budget required by these bylaws or in contracts meeting the requirements of the Article, as amended. No Bonds, including refunding bonds, shall be authorized or sold and delivered by the Corporation unless the City Council shall approve such Bonds. Section 6.11 CONTRACTS 0 Will 1012MIN be alf of the Corporation. Such authority may be confined to specific instances or defined in general terms. When appropriate, the board may grant a specific or general power of attorney to cairy out some action on behalf of the board, provided, however, that no such power of attorney may be granted unless an appropriate resolution of the board authorizes the same to be done. ky, WVI - I 111 11 11 ; 0 � III I oiIiCer, UUMNS OLnCr'TTISU PlIkIlICIL, LI FOR" r'" % -gj""jIftIJ �JJJJ JJ J be deemed to be aiven at the time when it is mailed. Whenever any notice to directors or officers is This paragraph does not eliminate the requirement to comply with the Open Meetings Act. Section 7.02 APPROVAL OF THE CITY COUNCIL 11601111IM11111" FAMIJ Georgetown Transportation Enhancement Corporation Bylaws (GTEC) — 4B Approved by City Council 12.8.2015 Page 9 of 12 on which is exempt from federal income taxation, remains outstanding, will maintain a beneficial interest in the Corporation. As provided in the Act and in the Articles of Incorporation, the Corporation is, for the purposes of the Texas Tort Claims Act (Subehapter A, Chapter 10 1, Texas Civil Practices and Remedies Code), a governmental unit and its actions are governmental functions. The Corporation shall indemnify each and every member ofthe board, its officers and its employees, and each member of the City Council and each employee or representative of the City, to the fullest ainst any and all liability or expense, including attorneys fees , incurred by P,Ytf-.nt nermitt�g � * any of . such persons by reason of any actions or omissions that may arise out of the functions and activities of the Corporation. This indemnity shall apply even if one or more of those to be indemnified was negligent or caused or contributed to cause any loss, claim, action or suit. Specifically' it is the intent of these bylaws and the Corporation to require the Corporation to indemnify those named for indemnification, even for the consequences of the negligence of those to be indemnified which caused or contributed to cause any liability. er. em, *-t r` a] f ofa*%4 ire=r, offic vlovee a L I Me er en erprise, against any liaoilitJ USNUIMI. U,;U111NL LIU such capacity or arising out of any such status with regard to the Corporation, whether or not the Corporation has the power to indemnify that person against liability for any of those acts. ............ f (1) the approval of these bylaws by the City Council; and (2) the adoption of these bylaws by the board. These bylaws may be amended at any time and from time to time either by majority vote of the ,JV discretion. goal sentence, paragrapil, SOULIU11 MI circumstances, shall ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of these bylaws and the application of such word, phrase, clause, Georgetown Transportation Enhancement Corporation Bylaws (ETEC) — 4B Approved by City Council 12.8.2015 Page 10 of 12 sentence, paragraph, section or other part of these bylaws to any other person or circumstance shall not be affected thereby. Upon the dissolution of the Corporation after payment of all obligations of the Corporation, all remammg assets of the Corporation shall be transferred to the City of Georgetown, Texas. I hereby certify that the foregoing bylaws are the true and correct bylaws of the Corporation as adopted by the City Council on the % day of 2015. Dated- I CD � S , By: Dale Ross, Nrayor Shelley Nowli6g'- 5ity Secretary STATE OF TEXAS § COUNTY OF WILLIAMSON § Befbe, a notary public, on this day personally appeared Dale Ross, known to me to be th- •- e person whose name is subscribed to the foregoing document and, being by me first duly sworn, declared that the statements therein are true and correct. Given under my hand and seal of office this k Y:! day of 2016. r1_5 LINDA RUTH WH17E State of Texas U J�ota,y Public, 4) my Commission Expires May 24, 2016 Nqtary Public,tate of eras M my y commission expires: ',,— 1ajj/ I hereby certify that the foregoing By aWs are the tete and correct Bylaws of the Corporation as adopted by the Corporation on the -day of 2016. Georgetown Transportation Enhancement Corporation Bylaws (GTEC) — 4B Approved by City Council 12.8.2015 Page 11 of 12 G' 2)11&4 L2 President &T STATE OF TEXAS e ore me, a notary pu ic, on this clay personally appeared , to me to be the person whose name is subscribed: to the foregoing document and, being by me first duly sworn, declared that the statements therein are true and correct. Given under my hand and seal of office this `� day of c 2016. J A R. KERN Notary Public, State of Texas tt Ns MY COMMISSION EXPIRES My commission expires: to t' r ? .. June 1, 2417 Georgetown Transportation Enhancement Corporation Bylaws (ETEC) —4B Approved by City Council 12.$:2615 Page 12 of 12