RES 1468 03/12/2013 RESOLUTION NO. __144Z_
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CIBOLO,
TEXAS ADOPTING AN AMENDMENT TO THE ARTICLES OF
INCORPORATION AND BYLAWS OF THE CIBOLO VALLEY LOCAL
GOVERNMENT CORPORATION TO REFLECT AN INCREASE IN THE
NUMBER OF DIRECTORS OF THE CIBOLO VALLEY LOCAL
GOVERNMENT CORPORATION AND THE TERMS THEREOF;
AMENDING PROVISIONS RELATED TO THE SUBMISSION OF THE
CORPORATION'S ANNUAL BUDGET; EXECUTING A SECOND
AMENDMENT TO THE MEMORANDUM OF UNDERSTANDING WITH
THE CORPORATION RELATED TO THE SUBMISSION OF THE
CORPORATION'S ANNUAL BUDGET; PROVIDING FOR
SEVERABILITY; REPEALING CONFLICTING RESOLUTIONS; AND
ESTABLISHING AN EFFECTIVE DATE.
WHEREAS, Cibolo Valley Local Government Corporation ("CVLGC") is a local
government corporation, created and existing under the provisions of Subchapter D of Chapter
431, Texas Transportation Code, as amended ("Chapter 431"), and Chapter 394, Texas Local
Government Code ("Chapter 394" and together with Chapter 431, the "Act") and has and may
exercise all of the rights, powers, privileges, authority, and functions given by the general laws
of the State of Texas to non-profit corporations incorporated under the Act including, without
limitation, the Texas Non-Profit Corporation Act, Chapter 22, Texas Business Organizations
Code; and
WHEREAS, Article VIII of CVLGC's Articles of Incorporation, Chapter 394 of the
Texas Local Government Code, and Chapter 431 of the Texas Transportation Code allows
CVLGC to apply to its member cities for a change to its Articles of Incorporation; and
WHEREAS, an amendment to CVLGC's Articles of Incorporation reduced the number
of CVLGC directors from five to three; and
WHEREAS, the CVLGC Board of Directors believes that CVLGC should have six
board members, two board members for each member city; and
WHEREAS, an amendment to CVLGC's Articles of Incorporation must be approved by
each the member cities' governing bodies in order to be effectuated; and
WHEREAS, the Board of Directors of CVLGC hereby applies to each of its member
cities, the cities of Cibolo, Converse, and Schertz, to make changes to CVLGC's Articles of
Incorporation; and
WHEREAS, Article XI of CVLGC's Articles of Incorporation requires that an
amendment to CVLGC's Bylaws be approved by each of the member cities' governing bodies;
and
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WHEREAS, the Board of Directors of CVLGC approved the changes to the articles of
incorporation and bylaws as detailed below at an open meeting; and
WHEREAS, CVLGC and the City of Cibolo executed, along with the other member
cities of CVLGC, a Memorandum of Understanding ("MOU") that detailed the obligations of
each entity; and
WHEREAS, a Second Amendment to the MOU is necessary to reflect changes related to
the submission of CVLGC's annual budget.
NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL
OF THE CITY OF CIBOLO, TEXAS:
Section 1. The recitals contained in the preamble of this Resolution are determined to be
true and correct and are hereby adopted as a part of this Resolution.
Section 2. The City hereby approves the following amendments to the CVLGC Articles
of Incorporation:
(A)Article XII, as revised, shall read as follows: "The number of directors constituting
the Board of Directors is six (6). Two (2) directors shall be appointed by each of the
Governing Bodies."
(B)The City hereby consents that the change may be incorporated into a Restated
Articles of Incorporation or Restated Certificate of Formation.
Section 3. On the condition that all member cities of CVLGC approve the change in
CVLGC's Articles of Incorporation reflect in Section 2 of this Ordinance, the City hereby adopts
the following amendments to Section 2.1(b) and Section 4.2 of the CVLGC Bylaws to read as
follows:
(A)"Section 2.1 (b). Powers, Duties, and Terms of Office. The Board shall consist of six
(6) directors, each of whom must at all times while serving as director be a resident of
the City that appointed such director. Each of the Cities shall appoint two (2)
directors to the Board. Each member of the Board shall be appointed for a four-year
term until the Corporation is dissolved. A director may be reappointed. The Cities
shall each appoint one director with a term to expire on September 30, 2015, and
another director with a term to expire on September 30, 2017. Thereafter, each
director will be appointed for a term of four years until the Corporation is dissolved."
(B)"Section 4.2. Annual Corporate Budget. Prior to the commencement of each fiscal
year of the Corporation, the Board shall adopt a proposed budget of expected
revenues from sources set out in Section 4.5 of this article and proposed expenditures
for the next fiscal year. The budget shall contain classifications and shall be in a form
common to municipal corporations."
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SECOND AMENDMENT TO MEMORANDUM OF UNDERSTANDING AMONG THE
CITIES OF CIBOLO, CONVERSE,AND SCHERTZ AND THE
CIBOLO VALLEY LOCAL GOVERNMENT CORPORATION
WHEREAS, in recognition of the fact that the acquisition of a dependable source of raw and
potable water is essential for the maintenance of continued economic growth and the well being
of its citizens, the cities of Cibolo, Converse, Schertz, Seguin, and Selma have approved the
creation of the Cibolo Valley Local Government Corporation ("CVLGC") as their constituted
authority and instrumentality to accomplish the specific purpose of acquiring, constructing,
improving, enlarging, extending, repairing, maintaining and operating a water utility system; and
WHEREAS, the cities of Cibolo, Converse, Schertz, Seguin, and Selma executed a
Memorandum of Understanding with CVLGC ("MOU") to outline certain rights and
responsibilities of each entity;
WHEREAS, the cities of Seguin and Selma later withdrew from CVLGC;
WHEREAS, Cibolo, Converse, and Schertz (collectively, "Member Cities") wish to continue
pursuing projects through CVLGC;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, each of the Member Cities and CVLGC agree as follows:
1. The terms of the MOU, as amended, remain in full force and effect except as
amended herein. Definitions in the MOU shall apply to terms utilized herein.
2. Annual Budget. CVLGC shall deliver its proposed annual budget for the next
fiscal year which contains CVLGC's expected revenues and expenditures to the Member Cities
by the first business day in June each year.
This Second Amendment to the MOU may be signed as multiple originals and is
approved by each of the Member Cities and CVLGC on the date indicated.
City of Cibolo:
T Date: 3` 111 a-U 3
Robert T. Herrera, City Manager
Exhibit A
City of Converse:
Date:
Shawna D. Burkhart, City Manager
City of Schertz:
Date:
John Kessel, City Manager
Cibolo Valley Local Government Corporation:
Date:
Shawna D. Burkhart, President
SECOND AMENDMENT TO MOU Page 2 of 2
CVLGC/MEMBER CITIES
SIGNED ORIGINAL(S):4
Exhibit A
Section 4. The City hereby approves the Second Amendment to the Memorandum of
Understanding Among the Cities of Cibolo, Converse, and Schertz and the Cibolo Valley Local
Government Corporation, attached hereto and incorporated herein for all purposes in
substantially correct form as Exhibit A. The Second Amendment reflects that CVLGC shall
submit its annual budget to the City by the first business day in June. The City Manager is
hereby authorized on the City's behalf to execute the Second Amendment to the Memorandum
of Understanding Among the Cities of Cibolo, Converse, and Schertz and the Cibolo Valley
Local Government Corporation and effectuate its intent.
Section 5. All Resolutions and parts thereof in conflict herewith are hereby expressly
repealed insofar as they conflict herewith.
Section 6. It is hereby declared that the sections, paragraphs, sentences, clauses and
phrases of this resolution are severable and, if any phrase, clause, sentence, paragraph or section
of this resolution shall be declared unconstitutional or invalid by the valid judgment or decree of
any court of competent jurisdiction, such unconstitutionality or invalidity shall not affect any of
the remaining phrases, clauses, sentences, paragraphs and sections of this resolution, because the
same would have been enacted by the City Council without the incorporation of any such
unconstitutional phrase, clause, sentence,paragraph or section.
Section 7. This Resolution shall take effect immediately upon adoption hereof.
PASSED AND APPROVED the /;?- day of l'rlcZ —42013.
Mayor 1 r-, l�✓►1/')
ATTEST:
City Secretary
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