Item 5BL_Ity Ul cuutlutaKC, 1 rAZIN
MEMORANDUM
March 23, 2004
TO: Billy Campbell, City Manager
FROM: Shana K. Yelverton, Assistant City Manager (ext. 1429)
SUBJECT: Authorize the Mayor to enter into the Tarrant Regional Transportation Coalition
Agreement and appoint Southlake's representative to the Board of Directors.
Action Requested: Authorize the Mayor to enter into the Tarrant Regional Transportation
Coalition Agreement and appoint Southlake's representative to the Board of
Directors.
Background
Information: In spite of the recent opening of S.H. 114, transportation challenges continue
to face our region. The population of the metroplex continues to boom,
while the capacity of many existing thoroughfares is already inadequate.
Leaders throughout Tarrant County have come together to address
transportation issues by forming the Tarrant Regional Transportation
Coalition, and are seeking the participation of Tarrant and surrounding
counties, cities, chambers, businesses, non - profits and other groups.
Much like the Dallas County Mobility Coalition, this group will work as an
advocacy group. They have identified critical issues of surface
transportation, bridges, rail and other mass transit options, and air quality,
and plan to work to seek funding from the state and federal government to
address these needs. They also want to facilitate communications,
collaboration and planning, and partnerships to meet their mission.
The coalition will be organized as a non- profit agency, and will be funded
through dues paid by its membership. The bylaws have not yet been
finalized, but should he approved soon. The Board of Directors shall consist
of an appointed representative from each 'Voting member entity. You must
designate who your representative on the Board will be.
The Executive Committee and officers will be chosen from among the
membership of the Board of Directors. Note that the Executive Committee
will have nine seats. Southlake will be represented by Seat 5, through a
member elected from the cities of Colleyville, Grapevine, Haslet, Keller,
Southlake, Trophy Club, Westlake and Flower Mound.
Financial
Considerations: Membership dues for cities have been set at $0.10 times the current
population. According to NCTCOG population projections, the current
population of Southlake is 24, 150, making our dues $2,415 for the current
year.
Billy Campbell, City Manager
March 24, 2404
Page 2
Citizen Input/
Board Review: N/A
Legal Review: A copy of the proposed agreement has been provided to the City Attorneys.
Alternatives: There is no participation requirement, so Southlake could choose to decline
membership on the Board.
Supporting
Documents: Tarrant Regional Transportation Coalition Agreement
Proposed Bylaws of the Tarrant Regional Transportation Coalition
Staff
Recommendation: Staff recommends participation in the Tarrant Regional Transportation
Coalition.
Le
TARRAN T REGIONAL
TRANSPORTATION COALITION
March 1.2, 2004
The Honorable Andy Wambsganss
Mayor, City of Southlake
1400 Main Street, #270
Southlake, Texas 76092
Dear Mayor Wambsganss:
In furtherance of Tarrant County and the surrounding areas' need to get organized and focused
on transportation and air quality, future members of the Tarrant Regional Transportation
Coalition (TRTC) have come together to establish the bylaws and agreement necessary to
created a powerful coalition.
The coalition is on its way to becoming the effective body for providing a focus on the issues, a
forum for coordination and decision- making, and a means for successful advocacy.
Additionally, the coalition will afford a powerful opportunity to partner with other
transportation groups and regions for mobility solutions.
Through this effort our region has answered the call. No longer will we lose dollars to other
regions of the state simply because we are unprepared.
Enclosed, please find a copy of the updated bylaws reflecting the changes discussed at the
January 28 2004 meeting. Also, please find an agreement, which we are asking each
government entity to put before their body for consideration and adoption.
Please bring the adopted agreement and a check made payable to the Tarrant Regional
Transportation Coalition to our next meeting.
2 f
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7 2W4 I
i
We look forward to seeing you at the next rneeting on April 7 at 2:00 pm. The meeting will
be held at the Texas Star Golf and Conference Centre 1400 Texas Star Parkway in the
conference room.
Please RSVP your intentions to Beth Ellis at 8 17-392-6064 or to beth.e]lis .fortworthuov.ora
Cordially,
Bzmer �
Glen Whitley Mike IVloncrief
State Senator Commissioner
Mayor, Fort Worth
William Tate Robert Cluck
Mayor, Grapevine Mayor, Arlington
G F"
ary ackes Dick Ruddell
Metroport Cities The -T
cc: City Managers, Country Adrz�strators
-Bill Thornton
Fort Worth Chamber of Commerce
Wes ,fury
Arlington Chamber of Commerce
TARRANT REGIONAL TRANSPORTATION
COALITION AGREEMENT
This Tarrant Regional Transportation Coalition Agreement ( "Agreement ") is
made and entered into as of the date specified herein by and among
( "Participant ").
WHEREAS, on January 28, 2004 elected officials and community leaders in
Tarrant County met to discuss the formation of the Tarrant Regional Transportation
Coalition ("Coalition'); and
WHEREAS, it was proposed that the Coalition be formed to develop strategies to
improve mobility and air quality in the westem region of the Fort Worth / Dallas
Metroplex; and
WHEREAS, it was also proposed that once these strategies were developed, the
Coalition would work to advance its position;
WHEREAS, during the meeting of January. 28, 2004, the elected officials and
community leaders agreed with the proposed formation of the Tarrant Regional
Transportation Coalition and agreed to move forward and develop agreements that could
be executed with various counties, municipalities and community stakeholders so that
each party to the agreement would be a member of the Coalition; and
NOW, THEREFORE, the Participants in consideration of the premises and other
good and valuable consideration hereby contract and agree as follows:
SECTION I
PARTICIPANTS, NAME PURPOSE, STATUS
Section 1.1 Participants The Participants are the counties, municipalities, political
subdivisions and other community stakeholders as may subsequently become additional
parties hereto with the Coalition herein created.
Section 1.2 Name, Purpose
a) The Participants hereby create the Tarrant Regional Transportation Coalition
K•
b) The purpose of the Coalition is to enhance local economic growth and improve
the quality of life for area citizens through the pursuit of the following four
initiatives:
ADVOCACY
The Coalition will work to provide effective advocacy at the state and
federal levels of government regarding the issues of surface transportation,
bridges, rail and other mass transit options, and air quality on behalf of the
citizens of Tarrant County and the surrounding area. The Coalition will
strive to obtain as many transportation project dollars as possible from the
federal and state government to alleviate traffic congestion problems and
improve air quality.
COMMUNICA'T'IONS
The Coalition will facilitate strong communications between local area
governments, the private sector, and state and federal government
agencies. The Coalition will work to keep elected officials, the private
sector, the media, and citizens in the western region of the Metroplex
informed about transportation and air quality issues.
COLLABORATION AND PLANNING
The Coalition will serve as a forum for regional collaboration and
planning within the western region of the Metroplex and as an opportunity
for area leaders to discuss the status of transportation projects and air
quality initiatives_
PARTNERSHIPS
The Coalition will strive to build partnerships and public recognition and
will aim to be inclusive in its approach.
Section 1.2 Status of the Coalition.
a) The Coalition shall be organized as a non - profit association of participating
public entities and political subdivisions solely for public purposes and no part of
its net income shall accrue to or be paid for the benefit of any private party except
in the ordinary course of business and for services rendered or for goods, supplies
or property supplied or furnished to the Coalition for the benefit of the
Participants.
b) No Participant by its execution hereof is assuming. or agreeing to pay any
monetary or other obligation other than the agreement io make the contributions
provided in Section 3.1 (a) hereof.
SECTION II
BYLAWS
Section 2.1 Bylaws an Powers. The Coalition shall be governed by the Bylaws for the
Tarrant Regional Transportation Coalition upon adoption.
2
SECTION III
FUNDING BY PARTICIPANTS, TERM, WITHDRAWAL
Section 3.1. Funding.
a) Each Participant shall pay annual dues in accordance with the Dues Schedule
included in the bylaws.
b) The amount payable for the first year of this Agreement shall be due and payable
on the 30` day after final execution of this Agreement by the Participant.
c) In all subsequent years, dues shall be payable in advance of the first day of
January in each fiscal year.
d) Dues of a new member shall be prorated from the first day of the month in which
the new member elects to join the Corporation for the remainder of the fiscal year
of the Corporation.
e) The fiscal year of the Coalition will begin on October 1 of each year and end on
September 30 the following year.
Section 3.2, Terris, Withdrawals.
a) This Agreement shall be effective on and as of the date of final execution by the
initial Participant named here and shall continue from year to year as to all
Participants that have not withdrawn m accordance with subsection (b) below.
b) Any Participants shall be automatically withdrawn in the event funds are not paid
when due under Section 3.1. This Agreement shall continue as to all Participants
that have not withdrawn.
SECTION N
MISCELLANEOUS
Section 4.1. Entircty of Agreement. The terms and provisions of this Agreement
constitute the entire agreement of the undersigned parties and by the Iawfully authorized
representative.
Section 4.2. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas and venue shall be in Tarrant County
Texas.
Section, 4.3. Severability. If any provision of this Agreement is declared or found to be
illegal, unenforceable or void, then all Participants shall be relieved of all obligations
arising under such provision, but only to the extent that such provision is illegal,
unenforceable or void, it being the intent and agreement of the Parties that this
Agreement shall be deemed amended by modifying such provision to the extent
necessary to make it legal and enforceable while preserving its intent or if that is not
possible; by substituting thereof another provision that is legal and enforceable and
achieves the same objective.
Section 4.4. Execution in Counterparts. This Agreement may be executed in counterparts
by the execution of a separate signature page by each Participant indicating the date of
actual execution by each Participant and after full execution hereof in such manner, the
same shall be deemed to be one and the same document.
Section 4,5 Any proposed changes in bylaws shall be proposed at least one meeting prior
to voting on the proposed changes, Passages of changes to the bylaws shall require a
positive vote from two- thirds of the voting members,
EXECUTED by the below named participant by its undersigned officers on the
day of 200
EXECUTED
by the below names Participant by its undersigned officers on the
day of
PARTICIPANT
B V:
ATTEST:
By:
City Secretary
200
DUES SCHEDULE ADDENDUM
TarrantCounty ................................................ ............................... ........................$]5,000
OtherCounties ................................................. ............................... .........................$5,000
Cities
............................................ $0.10 times current population not to exceed $40,000
Chambers of Commerce ........................................ ............................... .............$1,500
Fort Worth Transportation Authority .......................... ..$10,000
Non-Voting Membership Categories:
Business entities - lifetime members .............................. ..$10,000
Business entities - sustaining members ..................... ..... .....$5,000
Business entities - associate level ............................. ......$2,500
Chambers of Commerce and transportation- related non- profit organization .............$500
Ex Officio members ...................................... ...............................
Unified leagues of neighborhood associations .... . ........
PROPOSED
BYLAWS
OF THE
TARRANT REGIONAL
TRANSPORTATION COALITION
A NONPROFIT CORPORATION y
TARRANT REGIONAL TRANSPORTATION COALITION Page I of 20
MISSION STATEMENT & GOALS
The Tarrant Regional Transportation Coalition (sometimes referred to in these bylaws as the
"Corporation" or the "Coalition ") will meet regularly to discuss mobility issues and air quality
levels with the goal of producing solutions to identified problems.
The Coalition's purpose is to enhance local economic growth and improve the quality of life for
area citizens through the pursuit of the following four initiatives:
ADVOCACY
The Coalition will work to provide effective advocacy at the state and federal
levels of government regarding the issues of surface transportation, bridges, rail
and other mass transit options, and air quality on behalf of the citizens of Tarrant
County and the surrounding area. The Coalition will strive to obtain as many
transportation project dollars as possible from the federal and state government to
alleviate traffic congestion problems and improve air quality.
COMMUNICATIONS
The Coalition will facilitate strong communications between local area
governments, the private sector, and state and federal government agencies. The
Coalition will work to keep elected officials, the private sector, the media, and
citizens in the western region of the Metroplex informed about transportation and
air quality issues.
COLLABORATION AND PLANNING
The Coalition will serve as a forum for regional collaboration and planning within
the western region of the Metroplex and as an opportunity for area leaders to
discuss the status of transportation projects and air quality initiatives.
PARTNERSHIPS
The Coalition will strive to build partnerships and public recognition and will aim
to be inclusive in its approach.
TARRAinTT REGIONAL TRANSPORTATION COALITION Page 2 of 20
ARTICLE I
OFFICES
PRINCIPAL OFFICE
1.1 The principal office of the Coalition (hereinafter referred to as the "Corporation ") shall be
located in Tarrant County, Texas, The Corporation may have such other offices within.
the State of Texas as the Board of Directors deems necessary or as the affairs of the
Corporation may require fiom time to time.
REGISTERED OFFICE AND REGISTERED AGENT
1.2 The Corporation shall have and continuously maintain in the State of Texas a registered
office, and a registered agent whose office is identical with the registered office, as
required by the Texas Non -Profit Corporation Act. The registered office may be, but
need not be, identical with the principal office of the Corporation in the State of Texas,
and the address of the registered office may be changed from time to time by the Board
of Directors.
TARRANT REGIONAL TRANSPORTATION COALITION Page 3 of 20
ARTICLE 2
MEMBERSHIP & DUES
GENERAL MEMBERSHIP
2.1 The Corporation shall have 7 general membership categories (referred to as the
"Members ") which shall consist of the:
1. cities located in the Fort Worth Texas Department of Transportation
district (referred to as "TxDOT")
2. counties located in the Fort Worth TxDOT district,
3. other governmental and quasi - governmental entities located in the Fort
Worth TxDOT district,
4. non -profit organizations located in the Fort Worth TxDOT district,
5. chambers of commerce located in the Fort Worth TxDOT district,
C. businesses located in the Fort Worth TxDOT district, and
7. ex officio members.
Member entities must have a direct interest in surface transportation and air quality issues
and shall adhere to the purposes and policies of the Corporation.
A prospective member may be denied membership by a majority vote of the Board of
Directors or a current member may be removed by the Board of Directors if the entity
fails to meet any of the established categories for membership, or it fails to pay dues, or it
fails to adhere to the coalition's mission statement, or if it does not have a direct interest
in surface transportation and air quality issues.
Member entities who apply to join the Corporation shall pay the required dues as outlined
in these bylaws and as approved by the Board of Directors.
VOTING AND NON - VOTING MEMBERSHIPS
2.2 There shall be voting and non - voting memberships. Voting members shall have a seat on
the Board of Directors as outlined in Article 4. Non - Voting members shall have all rights
and duties of a voting member, but shall not have any voting power, and shall not have a
representative on the Board of Directors. Non - voting members include ex- officio
officers.
The voting Members shall be as follows:
1. Cities located in the Fort Worth TxDOT district,
2. Counties located in the Fort Worth TxDOT district,
TARRANT REGIONAL TRANSPORTATION COALITION Page 4 of 20
3. Chambers of Commerce located in the Fort Worth TxDOT district who
elect to pay dues at the highest level prescribed by these bylaws, and
4. The executive director (or president) of the Fort Worth Transportation
Authority,
2.3 Non - Voting Members shall be as follows:
1. Five Ex- Officio members:
a. the Fort Worth TxDOT district engineer,
b. the staff director for the Regional Transportation Council,
c. the executive director (or president) of the North Texas Tollway
Authority,
d. the executive director (or president) of the MetroPort Cities, and
e. the executive director (or president) of a unified league of
neighborhood associations;
2. Chambers of Commerce located in the Fort Worth TxDOT district who
elect to pay dues at the lower level prescribed by these bylaws
3. Business entities in the Fort Worth TxDOT district with an interest in
transportation and air quality issues; and
4. Non - profit organizations in the Fort Worth TxDOT district with an interest
in transportation and air quality issues.
DUES; EFFECTIVE DATE OF MEMBERSHIP; TERMS OF MEMBERSHIP
2.4 Upon payment of the required dues as established by the Board of Directors, any
applicant entity that fits the descriptions found in Articles 2.1, 2.2, or 2.3 shall become a
member entity of the Corporation. Membership shall be renewed annually and shall not
be for a period of more than one year.
Dues shall be payable in advance of the first day of January in each fiscal year and shall
be made and ensured by iaterlocal agreement where applicable. Dues of a new member
shall be prorated from the first day of the month in which the new member elects to join
the Corporation for the remainder of the fiscal year of the Corporation.
The initial dues schedule shall be reflected in the Dues Schedule Addendum attached to
these Bylaws.
TARRANT REGIONAL. TRANSPORTATION COALITION Page 5 of 20
APPOINTED REPRESENTATIVES
2.5 Each member entity shall appoint an individual to be its representative to act on behalf of
the member entity. Each member entity shall cause to be given to the Chairman of the
Board written correspondence that designates their appointed representative by name.
This individual shall also represent the member entity on the Board of Directors of the
Corporation if that entity is entitled to a position on the Board. If no representative is
appointed by a member entity, the mayor of a city, the County Judge of the county, or the
President or Chairman of any other member entity shall be the de -facto representative of
that entity.
TRANSFER OF MEMBERSHIP
2.6 Membership in the Corporation is not transferable or assignable.
REMOVAL OF MEMBERSHIP STATUS
2.7 Any individual who was the appointed representative of a member entity shall
automatically terminate their position with the Corporation at such time as association
with that member entity terminates, or at the time the member withdraws from the
Corporation, fails to pay its dues timely, or is removed as a member by the Board of
Directors.
TARRANT REGIONAL TRANSPORTATION COALITION Page 6 of 20
ARTICLE 3
MEETINGS OF THE MEM13ERSHIP & THE BOARD OF DIRECTORS
MEETING DATES
3.1 Regular meetings of the general membership and the Board of Directors shall be called
by the Chairman of the Board and shall be held at least quarter annually or at such other
dates as designated by the Chairman (as defined in Article 6). Meetings of the Board of
Directors and the general membership may be held concurrently.
SPECIAL MEETING
3.2 Special meetings of the general membership or the Board may be called by the Chairman,
or any ten Members of the Board of Directors, or not less than one -fifth (115) of the
general members.
PLACE OF MEETINGS
3.3 The Chairman of the Board (as defined in Article 6) may designate any place within
Tarrant County, Texas, as the place of meeting for any meeting of the Members or the
Board. If no designation is made, the place of meeting shall be the registered office of the
Corporation.
NOTICE OF MEETINGS
3.4 Written, printed or electronic notice stating the place, day, and hour of any meeting of
the general membership or the Board of Directors shall be given, by personal delivery,
mail, email, or any other method of transmission, to each Member, not less than five (5)
days nor more than fifty (50) days before the date of the meeting, by or at the direction of
the Chairman.
In case of a special meeting or when required by statute or,these bylaws, the purpose or
purposes for which the meeting is called shall be stated in the notice_ If mailed, the
notice of a meeting .shall be deemed delivered when deposited in the United States mail
addressed to the member at his/her address as it appears on the records of the
Corporation, with postage thereon prepaid.
QUORUM
3.5 The Members holding forty percent (40 %) of the membership shall constitute a quorum
at a meeting of the general membership.
TARRANT REGIONAL TRANSPORTATION COALITION Page 7 of 20
3.6 Forty percent (40 %) of the Board of Directors shall constitute a quorum for the
transaction of business at any meeting of the Board.
3.7 If a quorum is not present at any meeting of the general membership or the Board, a
majority of these present may adjourn the meeting from time to time without further
notice.
TARIZANT REGIONAL TRANSPORTATION COALITION Page 8 of 20
ARTICLE 4
BOARD OF DIRECTORS
NUMBER, COMPOSITION, VOTES
4.1 The Board of Directors shall consist of an appointed representative from each voting
member entity as described in Article 2.2 that has paid dues. Each Board Member shall
be the same representative appointed by the member entity to represent it for member
purposes under Article 2.5. Upon the payment of the annual membership dues, the entity
shall be entitled to one vote on all matters delegated to the Board..
4.2 If no representative is appointed by a member entity entitled to a position as a voting
board member, the mayor of a city, the County Judge of the county, and the President or
Chairman of any other entity member, shall be the representative of that entity and shall
serve as the Board member.
GENERAL POWERS
4.3 The affairs, policy making resolutions, and legislative positions of the Corporation shall
be managed and approved by the Board of Directors. An annual budget for the
Corporation shall be approved and adopted by the Board. The Board shall also be
responsible for approving the dues structure of the Corporation and the number of
persons to serve on the Executive Committee as outlined in Article 5. Any changes to the
Articles or Incorporation or these Bylaws must also be approved by the Board.
TERM OF MEMBERSHIP ON THE BOARD
4.4 Unless the member fails to pay dues or meet the membership qualifications provided for
in Article 2, each Director shall hold the position on the board for a period of two years,
with terms initiating on July 15t unless otherwise approved by the Board. Directors may
serve for an unlimited number of terms.
VACANCIES
4.5 A vacancy occurring in the Board of Directors shall be filled by appointment by the
Member entity under the manner prescribed in Article 2.5. A Director elected to fill a
vacancy shall be elected for the unexpired term of his/her predecessor in office.
TARRANT REGIONAL TRANSPORTATION COALITION Page 9 of 20
QUORUM 1 MANNER OF ACTING
4.6 The act of forty percent (40 %) of the Directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors, unless the act of a greater number is
required by law or these Bylaws and except as provided for in Article 5.5.
COMPENSATION
4.7 Directors as such shall not receive any stated salaries for their services.
INFORMAL ACTION BY DIRECTORS
4.8 Any action required by law to be taken at a meeting of Directors, or any action which
may be taken at a meeting of Directors, may be taken without a meeting if a consent in
writing setting forth the action taken shall be signed by all of the Directors.
BUSINESS DEALINGS WITH DIRECTORS
4.9 Inasmuch as the nature of this Corporation is such that it may, from time to time, have
business dealings with firms in which one or more of the Directors may have an interest,
the following policies and procedures in regard thereto are made a part of these Bylaws:
a) The fact of the interest on the part of the Director shall be made known to the
Board;
b) The Director shall disqualify himself from voting on any business dealings in
which he/she has any possible adverse or gainful interest; and
C) An affirmative vote of at least 80% of the Directors voting, a quorum being
present, shall be required for the approval of these Business dealings.
`I'ARRANT REGIONAL 'TRANSPORTATION COALITION Page 10 of 20
ARTICLE
EXECUTIVE COMMITTEE
NUMBER, COMPOSITION, VOTES
5.1 The Executive Committee shall be composed of nine (9) persons as outlined in Article
5.2. The Executive Committee may be expanded or reduced in its number of members as
determined by a vote of the Board of Directors. Each member of the Executive
Committee is entitled to one vote on matters delegated to the Executive Committee.
5.2 The Members of the Executive Committee shall be chosen from Members of the Board
of Directors, and shall be composed of representatives from each of the following
members
Seat 1
One member from the Northwest Region
Seat 2
One member from the Southeast. Region
Seat 3
One member from the Southeast Mid - Cities Region
Seat 4
One member from the Southwest Mid- Cities Region
Seat 5
One member from the North Mid- Cities Region
Seat 6
One member from the City of Fort Worth
Seat 7
One member from the City of Arlington
Seat 8
One member from Tarrant County, Texas
Seat 9
One member from the Region of Counties and Cities outside
Tarrant County
DEFINITION OF REGIONS
5.3 Seat 1 shall be from the "Northwest" Region and shall consist of a member elected from
the Cities of Benbrook, Burleson, Crowley, Edgecliff Village, Azle, Blue Mound,
Lakeside, Lake Worth, Newark, Pelican Bay, River Oaks, Saginaw, Sansom. Park,
Westover Hills, Westworth Village, and White Settlement.
Seat 2 shall be from the "Southeast" Region and shall consist of a member elected from
the Cities of Dalworthington Gardens, Everman, Forest Hill, Grand Prairie, Kennedale,
Mansfield, and Pantego.
Seat 3 shall be the "Southeast Mid- Cities" Region and shall consist of a member elected
from the Cities of Bedford, Euless, and Hurst.
Seat 4 shall be the "Southwest Mid- Cities" Region and shall consist of a member elected
from the Cities of Haltom City, North Richland Hills, Richland Hills, and Watauga.
TARRANT REGIONAL TRANSPORTATION COALITION Page 11 of 20
Seat 5 shall be the "North Mid - Cities" Region and shall consist of a member elected
from the Cities of Colleyville, Grapevine, Haslet, Keller, Southlake, Trophy Club,
Westlake, and Flower Mound.
Seat 9 shall be a member elected from the Region of Counties and Cities outside Tarrant
County
ELECTION PROCESS FOR EXECUTIVE COMMITTEE REGIONAL POSITION
5.4 The individuals to serve as the six Regional Members on the Executive Committee shall
be elected in caucus or by other means as determined by the members of the Board of
Directors who are from each of the respective Regions for Seats 1, 2, 3, 4, 5 and 9.
QUORUM - EXECUTIVE COMMITTEE
5.5 In addition, at any time a quorum may fail to be present at any regular or special meeting
of the Board of Directors, valid action may be taken by the Executive Committee if at
least six (6) members of the Executive Committee are present.
POWERS AND DUTIES - EXECUTIVE COMMITTEE
5.6 The Executive Committee shall have all of the authority of the Board of Directors in the
management of the Corporation. All actions of the Executive Committee shall be
reported to the Board at its next succeeding meeting.
5.6 The Executive Committee shall be responsible for electing officers of the Corporation
including the Chairman of Board and other officers as outlined in Article 6.
5.7 The Executive Committee may make policy recommendations to the Board of Directors,
and perform such other duties as specified by the Board of Directors or these bylaws. In
the event of any conflict between actions or resolutions of the Board of Directors and the
Executive Committee, the actions andlor resolutions of the Board of Directors shall
prevail. Any member of the Executive Committee may require an item to be placed on
the agenda for a meeting of the Board or the General Membership.
5.8 The Executive Committee shall employ an Executive Director (as outlined in Article 8)
and any other staff deemed necessary including consultants. The Committee shall
recommend the .salary and other considerations of employment to be approved by the
Board. The Executive Committee shall, when deemed necessary, be responsible for the
termination of employment arrangements with any hired staff for the Corporation.
TARRANT REGIONAL TRANSPORTATION COALITION Page 12 of 20
TERMS OF OFFICE — EXECUTIVE COMMITTEE
5.9 The terms of the Members of the Executive Committee shall be for a term of two (2)
years commencing on July I' every odd - numbered year. The initial Members of the
Executive Committee elected in 2004 shall serve a partial year up to June 30th, 2004, and
for a term commencing July 1, 2004 and ending June 30 t `, 2005.
5.10 Regular meetings of the Committee shall be held at such time and place as the Chairman
may determine, and a majority of the Members of the Committee shall constitute a
quorum for the transaction of business. The Executive Committee shall keep minutes of
its meetings, Meetings of the Executive Committee shall may be held by electronic,
telephonic, or telefax methods, and by unanimous written, telefax, or electronic consent.
All other provisions relating to meetings, including notice of meetings, shall be governed
by these Bylaws relating to the Board of Directors as outlined in Article 3.
MISCELLANEOUS
5.11 The designation of such Executive Committee and the delegation thereto of authority
shall not operate to relieve the Board of Directors, or any Member thereof, of any
responsibility imposed upon it or him by law.
TARRANT REGIONAL TRANSPORTATION COALITION Page 13 of 20
ARTICLE 6
OFFICERS
OFFICERS
6.1 The Executive Committee shall, from its own membership, elect officers of the
Corporation. The Corporation shall have, at a minimum, officers for the position of
Chairman, Vice- Chairtnan/Chairman- Elect, a Secretary, a Treasurer, and an immediate
past Chairman. The executive committee may elect such other officers as deemed
necessary by the Committee. No two offices may be held by the same person.
CHAIRMAN OF THE BOARD; DUTIES
6.2 The Chairman of the Board shall be elected from amongst the members of the Executive
Committee (as outlined in Article 5.2) and shall be elected by the members of the
Executive Committee prior to October 31 of odd numbered years.
The Chairman shall determine and designate a regular meeting date and a location for the
all meetings of the Corporation and of all meetings of the Board of Directors and shall
preside at all meetings.
He /she shall be the Chief Executive Officer of the Corporation. When authorized by the
Board of Directors, he /she may sign and execute in the name of the Corporation all
authorized deeds, mortgages, bonds, contracts, letters of agreement, and all other
instruments, except in cases where the signing and execution thereof shall have been
delegated by Board action to some other officer or agent of the Corporation, or to the
Executive Director. In general, the Chairman of the Board shall perform all duties
incident to the Office of Chairman of the Board of a private corporation.
CHAIRMAN -ELECT
6.3 In the absence or disability of the Chairman of the Board, the Vice - Chairman shall
perform all the duties of the Chairman of the Board.
The Vice- Chairman shall succeed the Chairman following the expiration of the term of
office as Chairman of the Board if confirmed by election by the Board of Directors, or
upon the resignation of the Chairman of the Board after which the Vice - Chairman shall
serve as Chairman during said unexpired term. The Vice- Chairman shall perform such
other duties as from time to time may be assigned to him/her by the Board of Directors.
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SECRETARY
6.4 The Secretary shall keep or supervise the keeping of the Minutes of the meetings of the
Members and the Board of Directors, in books provided for that purpose; he /she shall see
that all notices are duly given in accordance with the provisions of these Bylaws, or as
required by law; he /she shall be custodian of the records of the Corporation; and in
general he /she shall perform all duties incident to the office of a Secretary of a private
corporation, and such ether duties as from time to time may be assigned to him by the
Board of Directors.
TREASURER
6.5 The Treasurer shall have charge of and be responsible for all funds, securities, receipts
and disbursements of the Corporation, and shall deposit, or cause to be deposited in the
name of the Corporation, all monies or other valuable effects in such banks, trust
companies, or other depositories as shall from time to time be selected by the Board of
Directors; whenever requested, he /she shall file an account of the financial condition of
the Corporation; and in general shall perform all of the duties incident to the office of a
Treasurer of a private corporation, and such other duties as may be assigned him by the
Board of Directors.
ASSISTANT OFFICERS
6.6 The Board may elect one or more Assistant Secretaries and one or more Assistant
Treasurers who may or may not be Members of the Board of Directors. Each Assistant
Secretary, if any, and each Assistant Treasurer, if any, shall hold office for the period and
shall have the authority and shall perform the duties as the Board of Directors may
prescribe.
TERMS OF OFFICE - EXECUTIVE COMMITTEE
6.7 The term of office of all officers of the Corporation shall be. for two years, or until their
successors have been duly qualified and elected. Officers are eligible for re- election to
their posts.
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ARTICLE 7
COMMITTEES
COMMITTEES
7.1 The Board of Directors or Executive Committee, by resolution, may designate and
appoint one or more committees, ad hoc or standing, for such purposes as the Board may
determine, each of which shall consist of two or more Board Members.
The designation and appointment of any committee and the delegation thereto of
authority shall not operate to relieve the Board of Directors, or any individual Director, of
any responsibility imposed on it or him by law.
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ARTICLE 8
EXECUTIVE DIRECTOR
8.1 The Executive Committee, as provided for in Section 5.1, shall employ an Executive
Director of the Corporation and shall recommend his/her compensation to the Board for
approval.
DUTIES AND RESPONSIBILITIES
8.2 An Executive Director shall be a paid chief staff officer who shall be responsible to the
Chairman of the Board, the Board of Directors, and the Executive Committee.
The Executive Director shall be the chief administrative and operating officer of the
Corporation and have as his/her primary responsibility the general management and
coordination of all organization activities as outlined in the Mission Statement and shall
set the agenda for the meetings of the general membership or a meeting of the Board of
Directors.
The Executive Director shall direct all planning aimed at deciding methods to be used in
carrying out the objectives of the Corporation and implementing Corporation policy.
8.3 The Executive Director shall be an ex- officio Member (without vote) of the Board of
Directors.
8.4 The Executive Director shall serve at the pleasure of the Executive.Committee.
AUTHORITY
8.5 The Executive Director shall have the authority to act for the entire Board of Directors
and the Executive Committee in emergencies and on interim- meeting matters, provided
that the authority to take this emergency or interim action is either expressly approved by
the Board of Directors in advance thereof, or is ratified by the Board subsequent thereto.
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ARTICLE 9
MISCELLANEOUS
9.1 The Corporation shall keep correct and complete books and record of account and shall
also keep minutes of the proceedings of its Members, Board of Directors, Executive
Committee, and committees, and shall keep at the registered or principal office a record
giving the names and addresses of the Members entitled to vote. All books and records
of the Corporation may be inspected by any Member or his/her agent or attorney for any
proper purpose at any reasonable time.
FISCAL YEAR
9.2 The fiscal year of the Corporation shall begin on the first day of January and end on the
last day of December in each year.
DUES
9.3 The Board of Directors shall determine from time to time the amount of the annual
membership dues payable to the Corporation by each member entity. The initial dues
schedule shall be that reflected in the Dues Schedule Addendum attached to these
Bylaws.
PAYMENT OF DUES
9.4 Upon payment of the required dues as established by the Board of Directors, any
applicant entity that fits the descriptions found in Article 2.2 or 2.3 shall become a
member of the Corporation. The membership shall be renewed annually.
Dues shall be payable in advance of the first day of January in each fiscal year and shall
be made and ensured by interlocal agreement where applicable. Dues of a new member
shall be prorated from the first day of the month in which the new member elects to join
the Corporation for the remainder of the fiscal year of the Corporation.
DEFAULT AND TERMINATION OF MEMBERSHIP
9.5 When any Member becomes in default in the payment of dues for a period of three
months from the beginning of the fiscal year or period for which these dues become
payable, its membership may be terminated by the Board of Directors
SEAL
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9.6 No corporate seal shall be required.
WAIVER OF NOTICE
9.7 Whenever any notice is required to be given under the provisions of the Texas Non -Profit
Corporation Act or under the provisions of the Articles of Incorporation or the Bylaws of
the Corporation, a waiver thereof in writing signed by the person or persons entitled to
the notice, whether before or after the time stated therein, shall be deemed equivalent to
the giving of the notice.
AMENDMENTS TO BYLAWS
9.8 These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by
a quorum majority of the voting members of the Board of Directors present at any regular
meeting or at any special meeting, if at least thirty (30) days' written notice is given of an
intention to alter, amend, or repeal these Bylaws or to adopt new Bylaws at the meeting.
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DUES SCHEDULE ADDENDUM
Voting Membershi Categories;
Tarrant County ......................... ....$15,000
OtherCounties ........................... ...................S5,000
Cities .................... I ........... .. $0.10 times current population not to exceed $40,000
Chambers of Commerce ................. .$1,500
Fort Worth Transportation Authority ............................ ...$10,000
Non -Votin Membershi Cate ories;
Business entities - lifetime members ................ ..$10,000
Business entities - sustaining members ..................... ... ......$5,000
Business entities - associate level ...................................... ......$
Chambers of Commerce and transportation - related non -profit organizations ..............$500
Ex Officio members $0
Unifiet leagues of neighborhood associations ......................... $
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