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GTEC ARTICLES OF INCORPORATION
Corporations Section P.O.Box 13697 Austin, Texas 78711-3697 MMM�Ml February 28, 2007 Brown & Carls, LLP 106 E. Sixth Street, Suite 550 Austin, TX 78701 USA RE: Georgetown Transportation Enhancement Corporation File Number: 141936401 Roger Williams Secretary of State It has been our pleasure to file the articles of amendment for the referenced entity. Enclosed is the certificate evidencing filing. Payment of the filing fee is acknowledged by this letter. If we may be of further service at any time, please let us know. Sincerely, Corporations Section Statutory Filings Division (512) 463-5555 Enclosure Come visit us on the internet at http://`vvvw.sos.state.tY.usl Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services Prepared by: Lisa Sartin TID: 10066 Document: 161844920003 Corporations Section TE O P.O.Box 13697 ' Austin, Texas 7871 1-3697 x Roger Williams Secretary of State CERTIFICATE OF AMENDMENT O Georgetown Transportation Enhancement Corporation 141936401 The undersigned, as Secretary of State of Texas, hereby certifies that the attached Articles of Amendment for the above named entity have been received in this office and have been found to conform to law. ACCORDINGLY the undersigned, as Secretary of State, and by virtue of the authority vested in the Secretary by law hereby issues this Certificate of Amendment. Dated: 02/27/2007 Effective: 02/27/2007 Come visit us on the internet at http:/Avww.sos.state. U.usl Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services Prepared by: Lisa Sartin TID: 10070 Document: 161844920003 ARTICLES OF AMENDMENT FILED TO THE In the ary offState ofTe xasSecret ARTICLES OF INCORPORATION FEB 2 7 2007 OF THE Corporations Section Georgetown Transportation Enhancement Corporation (the "Corporation"), pursuant to the provisions of Section 413 of the Development Corporation Act of 1979, as amended, adopts the following Articles of Amendment to its amended Articles of Incorporation: SECTION ONE The following amendments to Article X of the Articles of Incorporation was adopted by the City Council at its regular meeting on February 13, 2007: Article X Board of Directors (a) The affairs of the Corporation will be managed by a board of directors (the "Board") which will be composed of seven persons appointed by the City Council of the City for a two year term of office each. Places 1, 3, 5, and 7 will be appointed in odd numbered years, and Places 2, 4, and 6 will be appointed, in even numbered years. T-eR:Rs begiR OR QGt9beF I G eaGh yeaF. (b) Each director must be a resident of the City. At least three of the directors must not be employees, officers, or members of the City Council. A majority of the then current membership of the Board constitutes a quorum. The Board will conduct all meetings within the boundaries of the City and in accordance with the requirements of the Act. (c) The names and the street addresses of the persons who are to serve as the initial directors and the dates of expiration of their initial terms as directors, are as follows: (See original Articles of Incorporation for list of names and addresses) Each director must be a qualified voter of the City of Georgetown. Each director, including each initial director, is eligible for reappointment. Directors are removable by the City Council at any time without cause. . Amended Articles of Incorporation Pagel of (d) The directors shall serve without compensation but, they will be reimbursed for their actual expenses incurred in the performance of their duties as directors. Any vacancy occurring on the Board will be filled by an appointment of the City Council of a person who will hold such position until the expiration of the term. A director who is a member of the City Council will cease to be a director upon ceasing to be a member 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.. If qualified, a director completing a term may be reappointed at the discretion of the Council. The directors will elect a president, vice-president, secretary, and treasurer of the Corporation as more specifically provided in the Corporation's bylaws and in the Act. The term of office for each officer shall be for a period of one year, eXPIFIRg OR the E-MIM191-1111 These Articles of Incorporation are hereby amended in accordance with the provisions of Article Vill of the Articles of Incorporation (as amended), which provides that the Articles of Incorporation may be amended at any time to make any changes and add any provisions which might have been included in the Articles of Incorporation in the first instance, and accomplished in the following manner: (2) The City Council may, at its sole discretion, and at any time, amend these Articles of Incorporation and alter or change the structure, organization, programs or activities of the corporation, or terminate or dissolve the Corporation (subject to the provisions of the Act, and subject to any limitation provided by the Constitutions and laws of the State of Texas and the United States of America on the impairment of contracts entered into by the Corporation) by written resolution adopting the amendment to the Articles of Incorporation or by articles of dissolution at a meeting of the City Council and delivering articles of amendment or dissolution to the Secretary of State, as provided in the Act. Restated Articles of Incorporation may be filed with the Secretary of State as provided in the Act if approved by the City Council. (See Articles of Incorporation, as amended, Article Vill, item (2)). SECTION THREE These amendments were adopted in the following manner: The amendments were approved at a meeting of the City Council of the City of Georgetown, Texas held on February 13, 2007, and received the vote of a majority of the City Council members in office. A Resolution of the City Council adopting these Articles of Amended Articles of Incorporation Page 2 of 3 Amendment is attached hereto. Dated: 1,6,,--2-007 V THE CITY OF GEORGETOWN By: GaVNelon, Mayor ATTEST//7 Y,— Sandra Lee City Secretary A7;, I as to L Patricia E. Cads, City Attorney Brown & Carls, LLP STATE OF TEXAS § COUNTY OF WILLIAMSON § Before me, a notary public, on this day personally appeared Gary Nelon, known 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 -7444v-, SANDRA D. LEE MY COMMISSION EXPIRES January 3, 2010 Amended Articles of Incorporation Page 3 of 3 day of 200�. Notary Public, State of Texas My commission expires: 1-2-2010 RESOLUTION NO. 0-1 ISO 7- T-T A Resolution of the City Council of the City Of Georgetown, Texas Approving and Adopting Articles of Amendment to the Articles of Incorporation for the Corporation Created Pursuant to Section 4B of the Development Corporation Act of 1979, as amended (Article 5190.6 Vernon's Tex. Rev. Civ. Stan. Ann.) (the "Act") and the May 5, 2001 Election; Allowing Holdovers for Members of the Board of Directors Under Certain Circumstances; Changing the Dates of Commencement and Ending of Board Member Terms; Making Other Provisions Related to the Corporation; and Providing an Effective Date. WHEREAS, the Development Corporation Act of 1979, as amended (Article 5190.6 Vernon's Tex. Rev. Civ. Stan. Ann.) (the "Act") provides that the City may create a corporation created under the Act and authorized to carry out the purposes of the Act consistent with the terms of the Act and the May 5, 2001 election; and, WHEREAS, the Original Articles of Incorporation for the City of Georgetown development corporation, originally named "Georgetown 413, Inc.," were approved by the City Council on September 24, 1996; and WHEREAS, the Articles of Amendment to the Articles of Incorporation of Georgetown 4B, Inc. were approved and adopted by the City Council on July 13, 1999 changing the name of the corporation to "Georgetown Enrichment Corporation;" and WHEREAS, at an election duly called and held on May 5, 2001 a majority of the voters of the City of Georgetown approved the following Proposition: The adoption of an additional sales and use tax within the city at the rate of one-half of one percent as authorized by Section 413, Article 5190.6 V.T.C.S, as amended, with the proceeds thereof to be used and applied for project costs for streets, roads, drainage and other transportation system improvements, including the payment of maintenance and operating expenses associated with such authorized projects. WHEREAS, at its regular meeting on October 9, 2001, the City Council approved the Articles of Amendment for the Georgetown Enrichment Corporation to change the name of the corporation to the Georgetown Transportation Enhancement Corporation ("GTEC"); change the purpose of the corporation to comport with the May 5, 2001 election and Section 4B of the Act; and change the name and address of the registered agent to George Russell (a former City Manager) as the registered agent for the Corporation at the address of the fonner City Hall; WHEREAS, on June 30, 2005, the City Council approved additional Articles of Amendment to change the name and address of the registered agent to the new City Manager, Paul Brandenburg and to change the address of the registered agent to the new City Hall address; Resolution No. 0,2 /3 t- Approving Amended Articles of Incorporation for GTEC (413) Februarye, 2007 Pagel of WHEREAS, at its regular meeting on February 13, 2007, the City Council considered amendments to the Articles of Incorporation relating to the date of commencement of each terns and whether a City Councilmernber whose term on the Board ends in February, and whose Council seat is also the subject of an election in May, can holdover as a Board member until the May election is finalized; WHEREAS, the City Council approves the Articles of Amendment to the Articles of Incorporation of the Georgetown Transportation Enhancement Corporation attached hereto as "Exhibit,4 ". NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS HEREBY RESOLVES AS FOLLOWS: Section 1: That the Articles of Amendment to the Articles of Incorporation of the Georgetown Transportation Enhancement Corporation (the "Corporation") that are attached hereto as "Exhibit A ", and which are incorporated herein by reference for all purposes as if set forth in full, are hereby approved and adopted by majority vote of the governing body of the City of Georgetown. All provisions of the Articles of Incorporation (as amended) that are in effect on the date of this Resolution that are not amended by or in conflict with the Articles of Amendment attached hereto as "Exhibit A" shall remain in full force and effect. Section 2: That the Mayor of the City Council of the City of Georgetown is authorized to sign and file the Articles of Amendment to the Articles of Incorporation that are attached hereto as "Exhibit A" ' with the Texas Secretary of State, and to take any other actions necessary to establish- and maintain the Corporation in good standing under the laws of the State of Texas and the United States. Section 3: It is found and determined that City Secretary posted written notice of the date, place and subject of this meeting on the bulletin board located outside of City Hall, a place convenient and readily accessible to the general public, and said notice was posted and remained posted continuously for at least 72 hours preceding the scheduled time of the meeting, and that the meeting was an open meeting held in compliance with the Texas Open Meetings Act. THIS RESOLUTION shall take effect immediately upon its final passage. PASSED AND APPROVED on this 1-3V4 day of February, 2007. SIG E D: "Gary qlon,'Ma-'yor ATZTES APP90VEDAS TO FORM: _ �, Z Sandra D. Lee, City Secretary atricia E. Carls, City Attorney Resolution No. Qc,743lJ'7-0':7 Approving Amended Articles of Incorporation for GTEC (413) February/_5, 2007 Page 2 of 2 STATE OF TEXAS COUNTY OF WILLLkMSON MY OF GEORGETOWN 1, Sandra D. Lee, being the City Secretary of the City of Georgetown, Texas, do certify that the attached is a true and correct copy of Resolution 021307-JJ containing the Amended Articles of Incorporation for the Georgetown Transportation Enhancement Corporation (4B Board), resolved by the City Council of the City of Georgetown, Texas, on the 13th day of February, 2007. Witness my hand and seal of office this 26 th day of February, 2007. Sandra D. Lee City Secretary City of Georgetown, Texas RESOLUTION NO. 0-2 /� 0 7- J_-7 A Resolution of the City Council of the City Of Georgetown, Texas Approving and Adopting Articles of Amendment to the Articles of Incorporation for the Corporation Created Pursuant to Section 4B of the Development Corporation Act of 1979, as amended (Article 5190.6 Vernon's Tex. Rev. Civ. Stan. Ann.) (the "Act") and the May 5, 2001 Election; Allowing Holdovers for Members of the Board of Directors Under Certain Circumstances; Changing the Dates of Commencement and Ending of Board Member Terms; Making Other Provisions Related to the Corporation; and Providing an Effective Date. WHEREAS, the Development Corporation Act of 1979, as amended (Article 5190.6 Vernon's Tex. Rev. Civ. Stan. Ann.) (the "Act") provides that the City may create a corporation created under the Act and authorized to carry out the purposes of the Act consistent with the terms of the Act and the May 5, 2001 election; and, WHEREAS, the Original Articles of Incorporation for the City of Georgetown development corporation, originally named "Georgetown 413, Inc.," were approved by the City Council on September 24, 1996; and WHEREAS, the Articles of Amendment to the Articles of Incorporation of Georgetown 4B, Inc. were approved and adopted by the City Council on July 13, 1999 changing the name of the corporation to "Georgetown Enrichment Corporation;" and WHEREAS, at an election duly called and held on May 5, 2001 a majority of the voters of the City of Georgetown approved the following Proposition: The adoption of an additional sales and use tax within the city at the rate of one-half of one percent as authorized by Section 4B, Article 5190.6 V.T.C.S, as amended, with the proceeds thereof to be used and applied for project costs for streets, roads, drainage and other transportation system improvements, including the payment of maintenance and operating expenses associated with such authorized projects. WHEREAS, at its regular meeting on October 9, 2001, the City Council approved the Articles of Amendment for the Georgetown Enrichment Corporation to change the name of the corporation to the Georgetown Transportation Enhancement Corporation ("GTEC"); change the purpose of the corporation to comport with the May 5, 2001 election and Section 413 of the Act; and change the name and address of the registered agent to George Russell (a former City Manager) as the registered agent for the Corporation at the address of the former City Hall; WHEREAS, on June 30, 2005, the City Council approved additional Articles of Amendment to change the name and address of the registered agent to the new City Manager, Paul Brandenburg and to change the address of the registered agent to the new City Hall address; Resolution No. 0-2 /3 C 7- -TI Approving Amended Articles of Incorporation for GTEC (413) February 2007 Pagel of WHEREAS, at its regular meeting on February 13, 2007, the City Council considered amendments to the Articles of Incorporation relating to the date of commencement of each term and whether a City Councilmember whose term on the Board ends in February, and whose Council seat is also the subject of an election in May, can holdover as a Board member until the May election is finalized; WHEREAS, the City Council approves the Articles of Amendment to the Articles of Incorporation of the Georgetown Transportation Enhancement Corporation attached hereto as "Exhibit A ". NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS HEREBY RESOLVES AS FOLLOWS: Section 1: That the Articles of Amendment to the Articles of Incorporation of the Georgetown Transportation Enhancement Corporation (the "Corporation") that are attached hereto as `Exhibit A ", and which are incorporated herein by reference for all purposes as if set forth in full, are hereby approved and adopted by majority vote of the governing body of the City of Georgetown. All provisions of the Articles of Incorporation (as amended) that are in effect on the date of this Resolution that are not amended by or in conflict with the Articles of Amendment attached hereto as "Exhibit A " shall remain in full force and effect. Section 2: That the Mayor of the City Council of the City of Georgetown is authorized to sign and file the Articles of Amendment to the Articles of Incorporation that are attached hereto as `Exhibit A", with the Texas Secretary of State, and to take any other actions necessary to establish and maintain the Corporation in good standing under the laws of the State of Texas and the United States. Section 3: It is found and determined that City Secretary posted written notice of the date, place and subject of this meeting on the bulletin board located outside of City Hall, a place convenient and readily accessible to the general public, and said notice was posted and remained posted continuously for at least 72 hours preceding the scheduled time of the meeting, and that the meeting was an open meeting held in compliance with the Texas Open Meetings Act. THIS RESOLUTION shall take effect immediately upon its final passage. PASSED AND APPROVED on this /3�-k day of February, 2007. SIG ED: Z Gary lon, Mayor ATTES APPYLOVED � AS TO FORM: Sandra D. Lee, City Secretary atricia E. Carls, City Attorney Resolution No. 404 3©'7- J 7 Approving Amended Articles of Incorporation for GTEC (413) February /,3, 20107 Page 2 of 2 - lap,,;� ARTICLES OF AMENDMENT 0 TO THE n6alwa GEORGETOWN TRANSPORTATION ENHANCEMENT CORPORATION Georgetown Transportation Enhancement Corporation (the "Corporation"), pursuant to the provisions of Section 4B of the Development Corporation Act of 1979, as amended, adopts the following Articles of Amendment to its amended Articles of Incorporation: SECTION ONE The following amendments to Article X of the Articles of Incorporation was adopted by the City Council at its regular meeting on February 13, 2007: Article X Board of Directors (a) The affairs of the Corporation will be managed by a board of directors (the "Board") which will be composed of seven persons appointed by the City Council of the City for a two year term of office each. Places 1, 3, 5, and 7 will be appointed in odd numbered years, and Places 2, 4, and 6 will be appointed in even numbered years. TeFrns begiR GR QGtebeF 1 ef eat year. (b) Each director must be a resident of the City. At least three of the directors must not be employees, officers, or members of the City Council. A majority of the then current membership of the Board constitutes a quorum. The Board will conduct all meetings within the boundaries of the City and in accordance with the requirements of the Act. (c) The names and the street addresses of the persons who are to serve as the initial directors and the dates of expiration of their initial terms as directors, are as follows: (See original Articles of Incorporation for list of names and addresses) Each director must be a qualified voter of the City of Georgetown. Each director, including each initial director, is eligible for reappointment. Directors are removable by the City Council at any time without cause. Amended Articles of Incorporation Page 1 of 3 (d) The directors shall serve without compensation but, they will be reimbursed for their actual expenses incurred in the performance of their duties as directors. Any vacancy occurring on the Board will be filled by an appointment of the City Council of a person who will hold such position until the expiration of the term. A director who is a member of the City Council will cease to be a director upon ceasing to be a member 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. If qualified, a director completing a term may be reappointed at the discretion of the Council. The directors will elect a president, vice-president, secretary, and treasurer of the Corporation as more specifically provided in the Corporation's bylaws and in the Act. The term of office for each officer shall be forb' period of one year, expmRg en the 30'h day ef September ef eaGh yea . SECTION TWO These Articles of incorporation are hereby amended in accordance with the provisions of Article Vill of the Articles of Incorporation (as amended), which provides that the Articles of Incorporation may be amended at any time to make any changes and add any provisions which might have been included in the Articles of Incorporation in the first instance, and accomplished in the following manner: (2) The City Council may, at its sole discretion, and at any time, amend these Articles of Incorporation and alter or change the structure, organization, programs or activities of the corporation, or terminate or dissolve the Corporation (subject to the provisions of the Act, and subject to any limitation provided by the Constitutions and laws of the State of Texas and the United States of America on the impairment of contracts entered into by the Corporation) by written resolution adopting the amendment to the Articles of Incorporation or by articles of dissolution at a meeting of the City Council and delivering articles of amendment or dissolution to the Secretary of State, as provided in the Act. Restated Articles of Incorporation may be filed with the Secretary of State as provided in the Act if approved by the City Council. (See Articles of Incorporation, as amended, Article Vill, item (2)). HUSIM1911-MA-0 These amendments were adopted in the following manner: The amendments were approved at a meeting of the City Council of the City of Georgetown, Texas held on February 13, 2007, and received the vote of a majority of the City Council members in office. A Resolution of the City Council adopting these Articles of Amended Articles of Incorporation Page 2 of 3 Amendment is attached hereto. Dated: 46, 0 7 TAE CITY OF GEORGETOWN Nelon, MayoII ATTEST7 Sandra Lee City Secretary Appro7 d as to form: GC -C- Patricia E. Carls, City Attorney Brown & Carls, LLP STATE OF TEXAS § COUNTY OF WILLIAMSON § Before me, a notary public, on this day personally appeared Gary Nelon, known 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 "Ney SMDRA D. LEE My COMMISSION EXPIRES January 3,2010 Amended Articles of Incorporation Page 3 of 3 1,3 A 7 day of 200. Notary Public, State of Texas My commission expires: /-�-Zo/o w RESOLUTION NO. A Resolution of the City Council of the City of Georgetown, Texas Approving the Amendments to the Bylaws of the Georgetown Transportation Enhancement Corporation (GTEC) WHEREAS, pursuant to the Development Corporation Act of 1979, as amended (Article 5190.6 Vernon's Tex. Rev. Civ. Start. Ann.) (the "Act"), after election, the City created a. corporation created under Section 4B of the Act authorized to carry out the purposes of the Act consistent with the terms of the Act and the May 5, 2001 election; and WHEREAS, at its regular meeting on February 13, 2007, the City Council considered amendments to the Articles of Incorporation relating to the date of commencement of each term and whether a City Councilmember whose term on the Board ends in February, and whose Council seat is also the subject of an election in May, can holdover as a Board member until the May election is finalized; and WHEREAS, Article VIII of the Articles of Incorporation of GTEC entitled "Bylaws", provides that: "These Bylaws may be amended at any time and from time to time either by majority vote of the Directors then in office with the approval of the City Council or by the City Council itself, at its sole discretion;" and WHEREAS, attached First Amended Bylaws for GEDCO, a copy of which is attached hereto as Exhibit "A" and incorporated herein by reference, were approved by the City Council on February 13, 2007. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN THAT: SECTION 1: 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 2: The City Council hereby finds that this Resolution is authorized by Article VIII of the GTEC Articles of Incorporation and further finds that the enactment of this resolution is not inconsistent or in conflict with any City Fiscal or Century Plan Policies. SECTION 3: The Bylaws attached hereto as "Exhibit A" are hereby approved by the Georgetown City Council. SECTION 4: The Mayor is hereby authorized to execute, and the City Secretary to attest thereto this Resolution on behalf of the City of Georgetown. Resolution No.0C2f1qn /-'Jr:J1- Z Approval of Amendments to the GTEC (413) Bylaws Page 1 SECTION 5: This Resolution shall be effective immediately upon adoption. RESOLVED this /3 "day of 2007. A7 4 Gary on Sandra D. Lee Mayor City Secretary APPROVED AS TO FORM: Patricia E. Carls, Brown & Carls, LLP, City Attorney Resolution No.00?/S 0- 31j,— Iz Approval of Amendments to the GTEC (4B) Bylaws Page 2 SECOND AMENDED AND RESTATED BYLAWS ARTICLES I. OFFICES Section 1.01 LOCATION, REGISTERED OFFICE AND REGISTERED AGENT The registered office and mailing address of the Georgetown Transportation Eifliancement Corporation (the "Corporation") is located at 113 East 8`1' Street, Georgetown, Texas 78626. Such address shall also serve as the principal office of the corporation and board of directors (the "board"). The Registered Agent for the corporation shall be the City Manager, provided that the board from 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"). ARTICLES II. DIRECTORS Section 2.01 NUMBER, APPOINTMENT, AND TERM OF OFFICE The business affairs of the corporation shall be managed by a board of seven directors. Directors shall be appointed by the Council of the City, and at least three directors must not be employees, officers, or members of the City Council. 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 bylaws shall draw by lot to deter -line the initial terms of such directors with three initial directors serving terns until the last day of February 2002 and four initial directors serving until the last day of February 2003. Any Council member serving as a director shall serve a term of two years or until the expiration of their Council term whichever is earlier. Notwithstanding any provisions herein to the contrary, a director shall hold office until his/her successor shall have been appointed and qualified. Iff qualified, a Director completing a term may be reappointed at the discretion of the City Council. Each director shall be a resident of the City and is entitled to one vote upon the business of the corporation. Any director may be removed from office by the City Council at will. Section 2.02 VACANCIES In case of a vacancy on the board, the City Council shall appoint a successor to serve the remainder of the unexpired term. Any director or officer may at anytime resign. Resignations shall be made in writing and shall take effect at the time specified in the resignation, or, if no time be specified, at the GTEC Q Bylaws Amended and Restated 2.2007 Page 1 of 12 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 so provided in the resignation. Section 2.03 REGULAR MEETING; PLACE OF MEETING Regular meetings shall be held from time to time as determined by resolution of the board and shall be held at the City Council Chambers, 609 Main Street, Georgetown, Texas 78626 unless otherwise determined by resolution of the board. A meeting of the board for the election of officers and the transaction of other business shall be held on the third Monday in October of each year, unless changed by resolution of the board. All meetings shall be called and held in accordance with the Texas Open Meetings Act, Chapter 551, Government Code, as amended. Section 2.04 SPECIAL MEETING Special meetings of the board shall be held whenever called by the president, or upon written request by two directors. Section 2.05 NOTICE OF MEETINGS 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 each meeting shall also be given to the public in accordance with the provisions of the Texas Open Meetings Act, Chapter 551, Government Code, as amended. Section 2.06 QUORUM A majority of the membership of the board, including vacancies, shall constitute a quorum for the transaction of business. Section 2.07 ORDER OF BUSINESS The order of business shall be determined by the board. Section 2.08 PRESIDING OFFICER 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 person to act as secretary. Section 2.09 MANAGEMENT The property and business of the corporation shall be managed by the board which may exercise all powers of the corporation. GTEC 4B Bylaws Amended and Restated 2.2007 Page 2 of 12 Section 2.10 PURPOSE AND POWERS The corporation is incorporated as a non-profit corporation for the purposes set forth in the amended Articles acting on behalf of the City of Georgetown, Texas (the "City") as its duly constituted authority and instrumentality in accordance with the Texas Development Corporation Act of 1979, Article 5190.6, Section 413 Tex. Rev. Civ. Stat., Ann., as amended, (the "Act"), and other applicable laws, to pay the costs of streets, roads, drainage and other related transportation system improvements, including the payment of maintenance and operating expenses associated with such authorized projects in accordance with Section 4B of the Act. The corporation shall be a non-profit corporation as defined by the Internal Revenue Code of 1986, as amended, and the applicable regulations of the United States prescribed and promulgated thereunder. It shall not be the purpose of this Corporation to engage in carrying on propaganda or otherwise attempting to influence legislation. hi addition to the powers conferred by these bylaws, the board may exercise all powers of the Corporation and do all lawful acts and things that are not prohibited by statute, or the election held on May 5, 2001, or these bylaws including, but not limited to the following powers: (1) to purchase, or otherwise acquire for the corporation, any property, rights, or privileges which the corporation is authorized to acquire, at such price or consideration and generally on such terns and conditions as they determine to be appropriate, and at their discretion to pay therefor either wholly or partly in money, notes, bonds, debentures, or other securities or contracts of the corporation as may be lawful; (2) to create, make and issue notes, mortgages, bonds, deeds of trust, trust agreements and negotiable or transferable instruments and securities, secured by mortgage or deed of trust on any real property of the corporation or otherwise, and to do every other act or thing necessary to effect the same; 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 carrying out the purposes of the corporation. ARTICLE III. OFFICERS Section 3.01 COMPENSATION OF DIRECTORS AND OFFICERS Directors and officers, shall not receive any salary for their services but by resolution of the board, expenses incurred in the corporation's business may be reirnbursed. Section 3.02 OFFICERS GTEC 4B Bylaws Amended and Restated 2.2007 Page 3 of 12 The officers of the corporation shall be a president, vice president and secretary. The board, at each annual meeting, shall elect these officers. The board, at each annual meeting, shall elect these officers. The board 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. Section 3.03 POWERS AND DUTIES OF THE PRESIDENT The president shall preside at all meetings of the directors. He or she shall have the power, with City Council approval, to sign and execute all contracts and instruments of conveyance in the name 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 have general and active management of the business of the corporation, and shall perform all the duties usually incident to the office of president. Section 3.04 VICE PRESIDENT The vice president shall have such powers and perform such duties as may be delegated to him or 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. Section 3.05 POWERS AND DUTIES OF THE SECRETARY The secretary shall keep the minutes of all meetings of the board in books provided for that purpose; shall provide all notices, may sign with the president, or a vice president, in the name of the corporation, all contracts and instruments of conveyance authorized by the board, shall have charge of the books and papers of the board, and shall in general perform all the duties incident to the office 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. Section 3.06 CONFLICT OF INTEREST Iiz the event that a director is aware that he or she has a conflict of interest or potential conflict of interest, 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. Any director shall bring to the attention of the board any apparent conflict of interest or potential conflict of interest of any other director. In which case the board shall determine whether a true conflict of interest exists before any further discussion or vote shall be conducted regarding that particular platter. 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. Section 3.07 BOARD'S RELATIONSHIP WITH THE CITY GTEC 4B Bylaws Amended and Restated 2.2007 Page 4 of 12 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 amended 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 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 available 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 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 such contract shall ever be approved or entered into which seeks or attempts to divest the board of its discretion and policy -making functions in discharging the duties herein set forth. An administrative services contract shall be executed between the board and the City Council for the services provided by the general manager, finance manager, Secretary, and other City services/functions and compensated as provided for herein. Subj ect to the authority of the City Manager under the Charter of the City, the Corporation shall 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 Public Works Department, 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 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. The board may obtain a corporate seal which shall be a star with the words Georgetown Transportation Enhancement Corporation, but these bylaws shall not be construed to require the use of the corporate seal. The fiscal year of the corporation is October 1 through September 30. GTEC 4B Bylaws Amended and Restated 2.2007 Page 5 of 12 Section 6.01 GENERAL MANAGER 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 administration/oversight, and other instruments or activities as prescribed by the board in the name of the Corporation. The General Manager shall employ such full or part-time employees as are needed to carry out the programs of the board. These employees shall be employees of the City and perform those duties as are assigned to them. These employees shall be compensated as prescribed in Article III, Section 3.09 of these bylaws. The General Manager shall have the authority, and subj ect to provisions of the City Charter and policies -procedures of the City, to hire, fire, direct, and control the work, as functionally appropriate, of such employees. Section 6.02 FINANCE MANAGER The Finance Manager shall have the responsibility to see to the handling, custody, and security of all fiends and securities of the Corporation. When necessary or proper, the Finance Manager shall endorse and sign, on behalf of the Corporation, for collection or issuance, checks, notes and other obligations drawn upon such bank or banks or depositories as shall 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 behalf of the Corporation for the previous month. The Finance Manager shall provide a quarterly financial report to the City Council concerning activities of the Corporation in a format consistent with other financial reports of the City. Section 6.03 EX-OFFICIO MEMBERS The City Couricil may appoint Ex-Officio members to the board as it deems appropriate. These representatives shall have the right to take part in any discussion of open meetings, but shall not have the power to vote in the meetings or attend executive sessions. 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. GTEC 4B Bylaws Amended and Restated 2.2007 Page 6 of 12 Section 6.04 PARTICIPATION IN BOARD MEETINGS The General Manager, Finance Manager, and Mayor (or their respective designees), shall have the 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. Section 6.05 DUTIES OF THE BOARD The board shall develop a Transportation Improvement Program, ("the TIP"), including maintenance and operation costs thereof, for the City which shall include and set forth short and long term goals. Such plan shall be approved by the City Council. The TIP developed by the board shall be one that incorporates the Capital Improvement Plans of the City Public Works Department. The board shall conduct a public hearing concerning both the adoption and required annual updates to the TIP. A legal notice shall be advertised as determined by the board, at least three (3) days, prior to the scheduled public hearing. The board shall review and update the TIP once a year to ensure the plan is up to date with current community needs and is capable of meeting the City's transportation system needs. The board shall expend, in accordance with State law and subject to City Council approval, the funds received by it 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. The board shall be accountable to the City Council for all activities undertaken by it or on its behalf, 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. Section 6.06 COMPONENTS OF THE TIP The board shall submit to the City Council for its approval, the TIP which shall include proposed funding methods and the expected costs of implementation, and cost of operation and maintenance of the projects. The plan shall include both short and long term goals for the transportation system development of the City. GTEC 4B Bylaws Amended and Restated 2.2007 Page 7 of 12 Section 6.07 ANNUAL CORPORATE BUDGET 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 I" of each year and end on September 30. The budget shall contain such classifications and shall be in such form as maybe 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 adopted upon formal approval by the City Council. Section 6.08 FINANCIAL BOOKS, RECORDS, AUDITS 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. The City shall cause the Corporation's financial books, records, accounts, and financial statements to 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 board shall, no later than February 1" of each year, submit to the 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 the Corporation. The Corporation shall be subject to the 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 execution or issuance and handled in accordance with the statute governing the Corporation, but no bonds shall be issued, including refunding bonds, by the Corporation without the approval of the City Council. All monies of the Corporation shall be deposited, secured, and/or invested in the manner provided for the deposit, security, and/or investment of the public fiends of the City, as authorized by the City Investment Policy. The Finance Manager shall designate the accounts and depositories to be created and designated for such purposes, and methods of withdrawal of fields therefrom for use by and for 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 reasonable compensation for such services as prescribed in Article 111, Section 3.08, of these bylaws. GTEC 4B Bylaws Amended and Restated 2.2007 Page 8 of 12 Section 6.10 EXPENDITURES OF CORPORATE MONEY The 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 proceeds from the sale of property, monies derived from the repayment of loans, rents received from the lease or use of property, the proceeds derived from the sale of Bonds, and other proceeds may be expended by the Corporation for any of the purposes authorized by the Act, subject to the following limitations: (1) Before expending funds to undertake a project, the Corporation shall hold at least one public hearing on the proposed project. Expenditures from the proceeds of Bonds shall be identified and described in the orders, resolutions, indentures, or other agreements submitted to and approved by the City Council. (2) 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. (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 As provided herein, the President and Secretary, with approval of the City Council, shall enter into any contracts or other instruments which the board has approved and authorized in the name and on behalf of the Corporation. Such authority maybe confined to specific instances or defined in general terms. When appropriate, the board may grant a specific or general power of attorney to carry 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. ARTICLE VII. MISCELLANEOUS Section 7.01 NOTICES AND WAIVERS Whenever under the provisions of these bylaws notice is required to be given to any director or officer, unless otherwise provided, the notice may be given personally, or it may be given in writing by depositing it in the post office or letter box in a post paid envelope or postal card addressed to the director or officer, at the address as it appears on the books of the Corporation, and the notice shall GTEC 4B Bylaws Amended and Restated 2.2007 Page 9 of 12 be deemed to be given at the time when it is mailed. Whenever any notice to directors or officers is required to be given by law, or by these bylaws, a waiver in writing signed by the person 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. Section 7.02 APPROVAL OF THE CITY COUNCIL To the extent these bylaws refer to any approval or other action to be taken by the City, that approval or action shall be evidenced by a certified copy of a resolution, ordinance, or motion duly adopted by the City Council. Section 7.03 ORGANIZATIONAL CONTROL 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 to any limitation on the impairment of contracts entered into by such Corporation. The foregoing notwithstanding, the City, at all times during which any indebtedness of the corporation, the interest on which is exempt from federal income taxation, remains outstanding, will maintain a beneficial interest in the corporation. Section 7.04 INDEMNIFICATION OF DIRECTORS, OFFICER AND EMPLOYEES As provided in the Act and in the Articles of Incorporation, the Corporation is, for the purposes of 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, including attorneys fees, incurred by 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. The Corporation must purchase and maintain insurance on behalf of any director, officer, employee, or agent of the Corporation, or on behalf of any person serving at the request of the Corporation as a board member, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against that person and incurred by that person in any 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. GTEC 4B Bylaws Amended and Restated 2.2007 Page 10 of 12 ARTICLE VIII. PROVISIONS REGARDING BYLAWS These bylaws shall become effective only upon the occurrence of the following events: (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 directors then in office with the approval of the City Council or by the City Coimcil itself, at its sole discretion. 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. Upon the dissolution of the corporation after payment of all obligations of the corporation, all remaining assets of the corporation shall be transferred to the City of Georgetown, Texas. I hereby certify that the foregoing bylaws are the tr e and correct bylaws of the corporation as adopted by the City Council on the ISA day of 2007. Dated: TH CITY F GEORGETOWN y: G# Nelon, Mayor ATTEST: Sandra Lee City Secretary GTEC 4B Bylaws Amended and Restated 2.2007 Page 11 of 12 STATE OF TEXAS § COUNTY OF WILLIAMSON § Before me, a notary public, on this day personally appeared GaryNelon, Mayor, known tome 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 13 -J,/- day of. 2007. 'o k SANDRA D. LEE Notary Public, State of Texas MY COMMISSION EXPIRES January 3, 2010 1 1 expires: My Commission exp 1-3,2010 GTEC 4B Bylaws Amended and Restated 2.2007 Page 12 of 12