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24-024 RESOLUTION NO. 24-024 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS, AMENDING THE ALLIANCE FOR COMMUNITY ENGAGEMENT BYLAWS, PROVIDING AN EFFECTIVE DATE. Whereas, the City Council created the Alliance for Community Engagement as set forth in Ordinance No. 1263, dated August 16, 2022; and, Whereas, the Alliance for Community Engagement advises the City Council on matters related to communication and engagement between the • community and the City. The committee is charged with strengthening municipal transparency, public involvement, and collaboration and enhancing community spirit. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS, THAT: Section 1. All the findings in the preamble are found to be true and correct and the City Council does hereby incorporate said findings into the body of this resolution as if copied in its entirety. Section 2. The Alliance for Community Engagement Bylaws set forth in Exhibit"A" are hereby adopted, and any amendments to such bylaws must be approved by the City Council. Section 3. This resolution is hereby effective upon passage and approval by the City Council. PASSED AND APPROVED THIS THE 6111 DAY OF AUGUST 2024. CITY OF SOUTHLAKE, TEXAS VLQ Shawn McCaskill TT EST: ``,.0%OH LA, Mayor A h ey, TR N City Secretary • = ' • '' *``** • 00%%`� Exhibit "A" BYLAWS OF ALLIANCE FOR COMMUNITY ENGAGEMENT ARTICLE I PURPOSE AND POWERS Section 1.1 Purpose. The Southlake City Council established the Alliance for Community Engagement (Committee) to act as an advisory board to the City Council and to serve as a focus group for staff on matters relating to community engagement. Section 1.2 Powers. In the fulfillment of its purpose, the Committee shall be governed by Ordinances No.1228B, and in other applicable law, subject to the limitations prescribed therein and herein and to the provisions thereof and hereof. ARTICLE II BOARD OF DIRECTORS Section 2.1 Powers of Board. The affairs of the Committee shall be managed and controlled by a Board of Directors (the "Board") under the guidance and direction of the Southlake City Council and, subject to the restrictions imposed by law, and by these bylaws, the Board shall exercise all of the powers of the Committee. Section 2.2 Number. The Board shall consist of twelve (12) directors, each of whom shall be appointed by the City Council of the City. All twelve (12) directors shall be residents of the City. Section 2.3 Term of Office. The directors appointed by the City Council shall be appointed for two-year terms of office and shall be eligible for reappointment at the end of the first and second successive terms. Places 1, 3, 5, 7, 9 and 11 shall be appointed in odd-numbered years and Places 2, 4, 6, 8, 10, and 12 shall be appointed in even-numbered years. Each member shall serve until a successor is appointed as hereinafter provided. Section 2.4 Initial Board. The directors constituting the first Board shall be those directors appointed by the City Council of the City. PAGE 1 Exhibit "A" Section 2.5 Vacancy. In case of a vacancy on the Board for any reason, the City Council shall appoint a successor to serve the remainder of the unexpired term. Section 2.6 Meetings of Directors. Regular meetings shall be held at a minimum, once each quarter. The directors shall adopt a regular meeting schedule each calendar year. The directors shall hold their meetings in the Town Hall building or other designated public meeting area as the Board may from time to time determine. Members not planning to attend a regular meeting,joint meeting, or special meeting shall notify the staff liaison or Chair of the committee by 12:00 o'clock noon of the meeting day. Any member absent from two (2) consecutive meetings or not exhibiting interest in the work of the Committee shall be reported to the City Council, as outlined in the Board and Commission Manual. The City Council may, at its discretion, remove the committee member and appoint a replacement. Section 2.7 Notice of Meetings to Board Members. Regular meetings of the Board shall be held without the necessity of notice to directors. Special meetings of the Board shall be held whenever called by the Chair, by the Secretary, by three directors, by the Mayor of the City, or by a majority of the City Council. Except in the case of an emergency, special meetings require three (3) days' notice to each director, either personally or by mail or electronic mail if the director has provided the City with a current electronic mailing address. Mailed notice shall be deemed to be sufficient if given by depositing the same in a post office box with a sealed postpaid wrapper addressed to the person entitled thereto at his or her post office address as it appears on the books, and such notice shall be deemed to have been given on the day of such mailing. Section 2.8 Waiver of Notice. Attendance of a director at a meeting shall constitute waiver of notice of such meeting, except where a director attends 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, nor the purpose of any regular or special meeting of the Board need be specified in the notice to directors 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 2.9 Texas Open Meetings Act. All meetings and deliberations of the Board shall be called, convened, held, and conducted, and notice shall be given to the public in accordance with the Texas Open Meetings Act, Chapter 551, Texas Government Code, as amended. PAGE 2 Exhibit "A" Section 2.10 Quorum. A majority of the entire membership of the Board shall constitute a quorum for the conduct of the official business of the Committee. The action of a majority of the directors present at a meeting at which a quorum is in attendance shall constitute the action of the Board and of the Committee, unless the action of a greater number is required by law. Section 2.11 Conduct of Business. At the meetings of the Board, matters pertaining to the business of the Committee shall be considered in accordance with rules of procedure as from time to time prescribed by the Board. The Chair shall be a voting member of the Board. At all meetings of the Board, the Chair shall preside, and in the absence of the Chair, the Vice Chair shall exercise the powers of the Chair. The Secretary of the Committee shall act as Secretary of all meetings of the Board, but in the absence of the Secretary, the presiding officer may appoint any person to act as Secretary of the meeting. Section 2.12 Compensation of Directors. Directors shall not receive any salary or compensation for their services. However, they shall be reimbursed for their actual expenses incurred in the performance of their duties thereunder, including but not limited to the cost of travel, lodging, and incidental expenses reasonably related to the committee duties of the Board. Travel expenses incurred by Directors for both regular and special meetings are not eligible for reimbursement. Section 2.13 Committees of the Board. The Board may designate two (2) or more Directors to constitute an official Committee of the Board to exercise such authority, as approved by resolution of the Board. It is provided,however, that all final, official actions of the Committee may be exercised only by the Board. Each Committee so designated shall keep regular minutes of the transactions of its meetings and shall cause such minutes to be recorded in books kept for that purpose in the principal office of the Committee. ARTICLE III OFFICE Section 3.1 Officers and Terms Established. The officers of the Committee shall be a Chair, a Vice Chair, a Secretary, and such other officers as the Board may from time to time elect or appoint. One person may hold more than one office, except that the Chair shall not hold the office of Secretary. Officers shall be elected at the first regular meeting following the annual appointment of the Chair by City Council for terms of one (1) year with the right of an officer to be reelected after the first and second successive terms. Section 3.2 Removal. All officers shall be subject to removal from office at any time by a vote of a majority of the City Council. PAGE 3 Exhibit "A" Section 3.3 Vacancy. A vacancy in the office or any officer shall be filled by a vote of a majority of the Directors. Section 3.4 Powers and Duties of the Chair. The Chair shall preside at all meetings of the committee in accordance with the Board and Commission Manual and perform all duties incident to the office of Chair and such other duties as may be prescribed by the Committee and the City Council. Section 3.5 Vice Chair. The Vice Chair shall have such powers and duties as may be prescribed by the Board and shall exercise the powers of the chair during that officer's absence or inability to act. Section 3.6 Secretary. A City employee may be appointed to carry out the administrative duties of the Secretary. The Secretary shall file minutes from each meeting with the City Secretary, shall give and serve all notices, and shall perform all duties as from time to time that may be assigned to him/her by the Chair or the Committee. In the absence of the Chair and Vice Chair, or in the event of their inability or refusal to act, the Secretary shall exercise the powers of the Chair during that officer's absence or inability to act. In the absence of the Secretary, the Chair or acting Chair shall designate a member to perform the duties of the Secretary. Section 3.7 Staff Liaison. The City Manager of the City of Southlake shall designate a staff member to provide administrative support services for the committee and perform duties as prescribed by Board and City Council. Section 3.8 Qualifications. The Secretary shall be named from among the members of the Board. Any assistant secretaries may, at the option of the Board, be persons other than members of the Board, or they may be employees of the City. Section 3.9 Compensation. Officers who are members of the Board shall not receive any salary or compensation for their services, except that they shall be reimbursed for the actual expenses incurred in the performance of their official duties as officers. ARTICLE IV FUNCTIONAL COMMITTEE DUTIES AND REQUIREMENTS Section 4.1 Alliance for Community Engagement Committee Plan. (a) Serve in accordance with the provisions of the Board and Commission Manual. PAGE 4 Exhibit "A" (b) Provide the City Council with recommendations on methods to improve the city's communication programs that provide the public with balanced and objective information related to City issues and policies. (c) Provide the City Council with recommendations on opportunities to engage with and consult community members on matters of public policy and city services. (d) Serve as a focus group for city staff to provide recommendations and feedback on communication initiative proposals. (e) Provide the City Council with recommendations on methods to enhance public involvement in the city's decision-making process, city events, and other opportunities designed to enhance the sense of community. (f) Provide the City Council with recommended improvements on the City's use of citizen groups that assist in the decision-making process. (g) Provide the City Council with recommendations to support grassroots neighborhood engagement, community events, and community spirit.\ (h) Provide the City Council with recommendations to enhance public involvement with and information dissemination regarding election propositions, such and bond elections and Charter amendments. (i) Provide the City Council with an annual report on the Committee's accomplishments. (j) Perform such other advisory tasks as are delegated to it by the City Council. ARTICLE V MISCELLANEOUS PROVISIONS Section 5.1 Resignations. Any Director or officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the chair or secretary. The acceptance of a resignation shall not be necessary to make it effective unless expressly so provided in the resignation. Section 5.2 Approval or Advice and Consent of the City Council. To the extent that these bylaws refer to any approval by the City or refer to advice and consent by the Council, such advice and consent shall be evidenced by a certified copy of a resolution, order or motion duly adopted by the City Council. Section 5.3 Indemnification of Directors, Officers and Employees. As provided in the Act and in the Certificate of Formation, the Committee 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 Committee shall PAGE 5 Exhibit "A" indemnify each and every member of the Board, its officers, and its employees, and each member of the City Council and each employee of the City, to the fullest extent permitted by law, against any and all liability or expense, including attorney's 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 Committee. ARTICLE VI EFFECTIVE DATE,AMENDMENTS Section 6.1 Effective Date. These bylaws shall become effective upon the occurrence of the following events: (a) the approval of these bylaws by the City Council; and (b) the adoption of these bylaws by the Board. Section 6.2 Amendments to Bylaws. The Committee may amend these bylaws, and may adopt new bylaws at the Committee's discretion, with approval from the City Council. CERTIFICATION The foregoing bylaws are the true and correct bylaws of the Committee as adopted by the Alliance for Community Engagement on the 8th day of April, 2024. Original November 14, 2022 Approved By: ACE December 6, 2022 City Council 1st Amendment April 8, 2024 Approved By: ACE August 6, 2024 City Council PAGE 6