RES 1446 03/13/2012 OF Cho
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RESOLUTION NO. 1446
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CIBOLO,
TEXAS ADOPTING AN AMENDMENT TO THE BYLAWS OF THE
CIBOLO VALLEY LOCAL GOVERNMENT CORPORATION;
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, the cities of Cibolo, Converse, Schertz, Seguin, and Selma (collectively,
"Member Cities")have approved the creation of CVLGC; and
WHEREAS, the Board of Directors of CVLGC seeks to ensure that the Member Cities
have the ability to be represented at all CVLGC Board meetings; and
WHEREAS, Article XI of CVLGC's Articles of Incorporation requires that an
amendment to CVLGC's Bylaws be approved by each the Member Cities' governing bodies; and
WHEREAS, the Board of Directors of CVLGC approved the changes to the bylaws as
detailed below at an open meeting on February 23, 2012; and
WHEREAS, the City of Cibolo approves and adopts the following changes to the
Bylaws of the CVLGC.
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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 adopts the following amendment to Section 2.1 (c) of the
Bylaws of CVLGC to read as follows:
"Section 2.1 (c) A member of each Governing Body,selected by such Governing Body,shall serve as an ex-officio,
non-voting member of the Board for the purpose of serving as a liaison between the Board and the Governing
Bodies,as appropriate. These ex-officio members shall be appointed by,be replaced by,and be subject to removal
by the appropriate Governing Body. However, in the event that a Board director is unable to participate in any
Board meeting as a result of a conflict of interest,illness,or absence,the ex-officio member from the same City that
appointed the Board director unable to participate may substitute for such Board director. When so substituted,the
ex-officio member shall possess all of the powers and responsibilities of the Board director that is unable to
participate,except serve as an officer pursuant to Article III."
Section 3. The City hereby adopts the following amendment to Section 2.3 (b) and (c) of
the Bylaws of CVLGC to read as follows:
"Section 2.3 (b) In addition to notices provided pursuant to Section 2.4, the Secretary
shall give notice to each director and ex-officio member of each meeting in person or by mail or
telephone at least twenty-four (24) hours before the meeting. In the event of an emergency, such
notice shall be in person or by telephone at least two (2) hours before the meeting.
"(c) In addition to notices provided pursuant to Section 2.4, except for an emergency
meetings, whenever any notice is required to be given to the Board, said notice shall be deemed
sufficient if given to an e-mail address provided by a director or ex-officio member or by
depositing the same in a post office box in a sealed postpaid wrapper addressed to the person
entitled thereto at his or her post office address as it appears in the books of the Corporation, and
such notice shall be deemed to have been given on the day of such e-mail delivery or mailing.
Attendance of a director at a meeting shall constitute waiver of notice of such meeting, except
attendance of a director at a meeting for the express purpose of objecting to the transaction of
any business on the grounds that the meeting is not lawfully called or convened. Neither the
business to be transacted at nor the purpose of any regular or special meeting of the Board need
be specified to directors or ex-officio members or waiver of notice of such meeting, unless
required by the Board. A waiver of notice in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed equivalent to the
giving of such notice."
Section 4. All Resolutions and parts thereof in conflict herewith are hereby expressly
repealed insofar as they conflict herewith.
Section 5. 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
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same would have been enacted by the City Council without the incorporation of any such
unconstitutional phrase, clause, sentence, paragraph or section.
Section 6. This Resolution shall take effect immediately upon adoption hereof.
PASSED AND APPROVED the %3 day of March, 2012.
J6hiferH an,Mayor
ATTEST:
Peggy Cimics, City Secretary
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