|
|
A BILL TO BE ENTITLED
|
|
AN ACT
|
|
relating to the composition of the board of directors of the Central |
|
Colorado River Authority. |
|
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: |
|
SECTION 1. Subsections (a) and (c), Sections 4, Chapter |
|
338, General Laws, Acts of the 44th Legislature, Regular Session, |
|
1935, are amended to read as follows: |
|
(a) The powers, rights, privileges and functions of the |
|
District shall be exercised by a board of five [nine] directors |
|
(herein called the Board), all of whom shall be residents of and |
|
freehold property taxpayers in the State of Texas and shall be |
|
residents of the District herein created, said five [nine] |
|
directors of the Board to be appointed by the Governor of the State |
|
of Texas and confirmed by the Senate of Texas. Provided that no |
|
person shall be eligible for such appointment if he has during the |
|
preceding three years before his appointment been employed by an |
|
electric power and light company, gas company, telephone company, |
|
or any other utility company of any kind or character whatsoever. |
|
Directors are appointed for staggered terms of six years with one or |
|
two [three] directors' terms expiring on February 1 of each |
|
odd-numbered year. At the expiration of the term of any director, |
|
another director shall be appointed by the Governor. Each director |
|
shall hold office until the expiration of the term for which he was |
|
appointed and thereafter until his successor shall have been |
|
appointed and qualified, unless sooner removed as in this Act |
|
provided. |
|
(c) Until the adoption of by-laws fixing the time and place |
|
of regular meetings and the manner in which special meetings may be |
|
called, meetings of the Board shall be held at such times and places |
|
as a majority [five] of all the directors may designate in writing. |
|
A majority of the membership of the Board constitutes [Five
|
|
directors shall constitute] a quorum at any meeting, and, except as |
|
otherwise provided in this Act, or in the by-laws, all actions may |
|
be taken by the affirmative vote of a majority of the directors |
|
present at any such meeting, except that no contract which involves |
|
an amount greater than Ten Thousand ($10,000.00) Dollars, or which |
|
is to run for a longer period than a year, and no bonds, notes or |
|
other evidence of indebtedness and no amendment of the by-laws |
|
shall be valid unless authorized or ratified by the affirmative |
|
vote of at least a majority of the entire membership of the Board |
|
[five directors]. |
|
SECTION 2. Sections 6, 11, and 15, Chapter 338, General |
|
Laws, Acts of the 44th Legislature, Regular Session, 1935, are |
|
amended to read as follows: |
|
Sec. 6. The moneys of the District shall be disbursed only |
|
on checks, drafts, orders or other instruments signed by such |
|
persons as shall be authorized to sign the same by the by-laws, or |
|
resolution concurred in by not less than a majority of the entire |
|
membership of the Board [five directors]. The General Manager, the |
|
Treasurer and all other officers, agents and employees of the |
|
District who shall be charged with the collection, custody or |
|
payment of any funds of the District shall give bond conditioned |
|
upon the faithful performance of their duties and an accounting for |
|
all funds and property of the District coming into their respective |
|
hands, each of which bonds shall be in form and amount and with a |
|
surety (which shall be a surety company authorized to do business in |
|
the State of Texas) approved by the Board, and the premiums on such |
|
bonds shall be paid by the District and charged as an operating |
|
expense. |
|
Sec. 11. The District shall have power and is hereby |
|
authorized to issue, from time to time, bonds as herein authorized |
|
for any corporate purpose, not to exceed Five Hundred Thousand |
|
($500,000.00) Dollars, in aggregate principal amount. Any |
|
additional amount of bonds must be authorized by an Act of the |
|
Legislature. Such bonds may either be (1) sold for cash, at public |
|
or private sale, at such price or prices as the Board shall |
|
determine, provided that the interest cost of the money received |
|
therefor, computed to maturity in accordance with standard bond |
|
tables in general use by banks and insurance companies, shall not |
|
exceed six (6%) per centum per annum, or (2) may be issued on such |
|
terms as the Board shall determine in exchange for property of any |
|
kind, real, personal, or mixed or any interest therein which the |
|
Board shall determine in exchange for property of any kind, real, |
|
personal or mixed or any interest therein which the Board shall deem |
|
necessary or convenient for any such corporate purpose, or (3) may |
|
be issued in exchange for like principal amounts of other |
|
obligations of the District, matured or unmatured. The proceeds of |
|
sale of such bonds shall be deposited in such bank or banks or trust |
|
company or trust companies, and shall be paid out pursuant to such |
|
terms and conditions, as may be agreed upon between the District and |
|
the purchasers of such bonds. All such bonds shall be authorized by |
|
resolution of the Board concurred in by at least a majority of the |
|
entire membership of the Board [five of the members thereof], and |
|
shall bear such date or dates, mature at such time or times, bear |
|
interest at such rate or rates (not exceeding six (6%) per centum |
|
per annum) payable annually or semiannually, be in such |
|
denominations, be in such form, either coupon or registered, carry |
|
such registration privileges as to principal only or as to both |
|
principal and interest, and as to exchange of coupon bonds for |
|
registered bonds or vice versa, and exchange of bonds of one |
|
denomination for bonds of other denominations, be executed in such |
|
manner and be payable at such place or places within or without the |
|
State of Texas, as such resolution or resolutions may provide. Any |
|
resolution or resolutions authorizing any bonds may contain |
|
provisions, which shall be part of the contract between the |
|
District and the holders thereof from time to time (a) reserving the |
|
right to redeem such bonds at such time or times, in such amounts |
|
and at such prices, not exceeding one hundred five (105%) per centum |
|
of the principal amount thereof, plus accrued interest, as may be |
|
provided; (b) providing for the setting aside of sinking funds or |
|
reserve funds and the regulation and disposition thereof; (c) |
|
pledging to secure the payment of the principal of and interest on |
|
such bonds and of the sinking fund or reserve fund payments agreed |
|
to be made in respect of such bonds all or any part of the gross or |
|
net revenues thereafter received by the District in respect of the |
|
property, real, personal or mixed, to be acquired and/or |
|
constructed with such bonds or the proceeds thereof, or all or any |
|
part of the gross or net revenues thereafter received by the |
|
District from whatever source derived; (d) prescribing the purposes |
|
to which such bonds or any bonds thereafter to be issued, or the |
|
proceeds thereof, may be applied; (e) agreeing to fix and collect |
|
rates and charges sufficient to produce revenues adequate to pay |
|
the items specified in subdivisions (a), (b), (c), and (d) of |
|
Section 9 hereof, and prescribing the use and disposition of all |
|
revenues; (f) prescribing limitations upon the issuance of |
|
additional bonds and upon the agreements which may be made with the |
|
purchasers and successive holders thereof; (g) with regard to the |
|
construction, extension, improvement, reconstruction, operation, |
|
maintenance and repair of the properties of the District and |
|
carrying of insurance upon all or any part of said properties |
|
covering loss or damage or loss of use and occupancy resulting from |
|
specified risks; (h) fixing the procedure, if any, by which, if the |
|
District shall so desire, the terms of any contract with the holders |
|
of such bonds may be amended or abrogated, the amount of bonds the |
|
holders of which must consent thereto, and the manner in which such |
|
consent may be given; (i) for the execution and delivery by the |
|
District to a bank or trust company authorized by law to accept |
|
trusts, or to the United States of America or any officer or agency |
|
thereof, of indentures and agreements for the benefit of the |
|
holders of such bonds setting forth any or all of the agreements |
|
herein authorized to be made with or for the benefit of the holders |
|
of such bonds and such other provisions as may be customary in such |
|
indentures or agreements; and (j) such other provisions not |
|
inconsistent with the provisions of this Act, as the Board may |
|
approve. |
|
Any such resolution and any indenture or agreement entered |
|
into pursuant thereto may provide that in the event that |
|
(a) default shall be made in the payment of the interest on |
|
any or all bonds when and as the same shall become due and payable, |
|
or |
|
(b) default shall be made in the payment of the principal of |
|
any or all bonds when and as the same shall become due and payable, |
|
whether at the maturity thereof, by call for redemption or |
|
otherwise, or |
|
(c) default shall be made in the performance of any |
|
agreement made with the purchasers or successive holders of any |
|
bonds. |
|
And such default shall have continued such period, if any, as |
|
may be prescribed by said resolution in respect thereof, the |
|
trustee under the indenture or indentures entered into in respect |
|
of the bonds authorized thereby, or if there shall be no such |
|
indenture, a trustee appointed in the manner provided in such |
|
resolution or resolutions by the holders of twenty-five (25%) per |
|
centum in aggregate principal amount of the bonds authorized |
|
thereby and at the time outstanding may, and upon the written |
|
request of the holders of twenty-five (25%) per centum in aggregate |
|
principal amount of the bonds authorized by such resolution or |
|
resolutions at the time outstanding, shall, in his or its own name, |
|
but for the equal and proportionate benefit of the holders of all of |
|
such bonds; and with or without having possession thereof; |
|
(1) by mandamus or other suit, action or proceeding at |
|
law or in equity, enforce all rights of the holders of such bonds; |
|
(2) bring suit upon such bonds and/or the appurtenant |
|
coupons; |
|
(3) by action or suit in equity, require the district |
|
to account as if it were the trustee or an express trust for the |
|
bondholders; |
|
(4) by action or suit in equity, enjoin any acts or |
|
things which may be unlawful or in violation of the rights of the |
|
holders of such bonds; and/or |
|
(5) after such notice to the District as such |
|
resolution may provide, declare the principal of all such bonds due |
|
and payable, and if all defaults shall have been made good, then |
|
with the written consent of the holders of twenty-five (25%) per |
|
centum in aggregate principal amount of such bonds at the time |
|
outstanding, annul such declaration and its consequences; |
|
provided, however, that the holders of more than a majority in |
|
principal amount of the bonds authorized thereby and at the time |
|
outstanding shall by instrument or instruments in writing delivered |
|
to such trustee have the right to direct and control any and all |
|
action taken or to be taken by such trustee under this paragraph. |
|
Any such resolution, indenture or agreement may provide that in any |
|
such suit, action or proceeding, any such trustee, whether or not |
|
all of such bonds shall have been declared due and payable, and with |
|
or without possession of any thereof, shall be entitled as of right |
|
to the appointment of a receiver who may enter and take possession |
|
of all or any part of the properties of the District and operate and |
|
maintain the same, and fix, collect and receive rates and charges |
|
sufficient to provide revenues adequate to pay the items set forth |
|
in subparagraphs (a), (b), (c), and (d) of Section 9 hereof and the |
|
costs and disbursements of such suit, action or proceeding and to |
|
apply such revenues in conformity with the provisions of this Act |
|
and the resolution or resolutions authorizing such bonds. In any |
|
suit, action or proceeding by any such trustee, the reasonable |
|
fees, counsel fees and expenses of such trustee and of the receiver |
|
or receivers, if any, shall constitute taxable disbursements, and |
|
all costs and disbursements allowed by the court shall be a first |
|
charge upon any revenues pledged to secure the payment of such |
|
bonds. Subject to the provisions of the Constitution of the State |
|
of Texas, the courts of the County of Coleman shall have |
|
jurisdiction of any such suit, action or proceeding by any such |
|
trustee on behalf of the bondholders and of all property involved |
|
therein. In addition to the powers hereinabove specifically |
|
provided for, each such trustee shall have and possess all powers |
|
necessary or appropriate for the exercise of any thereof, or |
|
incident to the general representation of the bondholders in the |
|
enforcement of their rights. |
|
Before any bonds shall be sold by the District, a certified |
|
copy of the proceedings for the issuance thereof, including the |
|
form of such bonds, together with any other information which the |
|
Attorney General of the State of Texas may require, shall be |
|
submitted to the Attorney General, and if he shall find that such |
|
bonds have been issued in accordance with law, and if he shall |
|
approve such bonds, he shall execute a certificate to that effect |
|
which shall be filed in the office of the Comptroller of the State |
|
of Texas and be recorded in a record kept for that purpose. No bonds |
|
shall be issued until the same shall have been registered by the |
|
Comptroller, who shall so register the same if the Attorney General |
|
shall have filed with the Comptroller his certificate approving the |
|
bonds and the proceedings for the issuance thereof as hereinabove |
|
provided. |
|
All bonds approved by the Attorney General as aforesaid, and |
|
registered by the Comptroller as aforesaid, and issued in |
|
accordance with the proceedings so approved, shall be valid and |
|
binding obligation of the District and shall be incontestable for |
|
any cause from and after the time of such registration. |
|
Sec. 15. Nothing in this Act shall be construed as |
|
authorizing the District, and it shall not be authorized to |
|
mortgage or otherwise encumber any of its property of any kind, |
|
real, personal or mixed, or any interest thereon, or to acquire any |
|
such property or interest subject to a mortgage or conditional |
|
sale, provided that this section shall not be construed as |
|
preventing the pledging of the revenues of the District as herein |
|
authorized. Nothing in this Act shall be construed as authorizing |
|
the sale, lease or other disposition of any such property or |
|
interest by the District, or any receiver of any of its properties |
|
or through any court proceeding or otherwise, provided, however, |
|
that the District may sell for cash any such property or interest in |
|
an aggregate value not exceeding the sum of Fifty Thousand |
|
($50,000.00) Dollars, in any one year if the Board, by the |
|
affirmative vote of a two-thirds majority of the entire membership |
|
of the Board [six of the members thereof] shall have determined that |
|
the same is not necessary or convenient to the business of the |
|
District and shall have approved the terms of any such sale, it |
|
being the intention of this Act that except by sale as in this |
|
section expressly authorized, no such property or interest except |
|
personal property shall ever come into the ownership or control, |
|
directly or indirectly, of any person, firm or corporation other |
|
than a public authority created under the laws of the State of |
|
Texas. All property of the District except personal property shall |
|
be at all times exempted from forced sale, and nothing in this Act |
|
contained shall authorize the sale of any of the property of the |
|
District except personal property under any judgment rendered in |
|
any suit, and such sales are hereby prohibited and forbidden. |
|
SECTION 3. (a) The change in law made by this Act does not |
|
affect the term of a member of the board of directors of the Central |
|
Colorado River Authority serving on the effective date of this Act. |
|
Except as provided by Section 4 of this Act, members appointed to |
|
fill vacancies occurring on or after the effective date of this Act |
|
must be appointed in accordance with Section 4, Chapter 338, |
|
General Laws, Acts of the 44th Legislature, Regular Session, 1935, |
|
as amended by this Act. |
|
(b) The change in law made by this Act does not prohibit a |
|
person who is a member of the Central Colorado River Authority board |
|
of directors before the effective date of this Act from being |
|
appointed as a member of the board of directors under the new |
|
composition of the board of directors if the person is otherwise |
|
qualified. |
|
SECTION 4. (a) In this section, "board" means the board of |
|
directors of the Central Colorado River Authority. |
|
(b) To maintain a board with an odd number of directors |
|
during the transition from a board of nine to a board of five |
|
directors, the governor shall make appointments to the board as |
|
provided by Subsections (c) through (f) of this section. |
|
(c) When the terms of members of the board expire on |
|
February 1, 2009, the governor shall appoint one director whose |
|
term expires February 1, 2015. |
|
(d) When the terms of members of the board expire on |
|
February 1, 2011, the governor shall appoint one director whose |
|
term expires February 1, 2017. |
|
(e) When the terms of members of the board expire on |
|
February 1, 2013, the governor shall appoint: |
|
(1) one director whose term expires February 1, 2015; |
|
(2) one director whose term expires February 1, 2017; |
|
and |
|
(3) one director whose term expires February 1, 2019. |
|
(f) A member of the board appointed on or after February 1, |
|
2017, shall be appointed to a term as provided by Section 4, Chapter |
|
338, General Laws, Acts of the 44th Legislature, Regular Session, |
|
1935, as amended by this Act. |
|
SECTION 5. (a) The legal notice of the intention to |
|
introduce this Act, setting forth the general substance of this |
|
Act, has been published as provided by law, and the notice and a |
|
copy of this Act have been furnished to all persons, agencies, |
|
officials, or entities to which they are required to be furnished |
|
under Section 59, Article XVI, Texas Constitution, and Chapter 313, |
|
Government Code. |
|
(b) The governor, one of the required recipients, has |
|
submitted the notice and Act to the Texas Commission on |
|
Environmental Quality. |
|
(c) The Texas Commission on Environmental Quality has filed |
|
its recommendations relating to this Act with the governor, the |
|
lieutenant governor, and the speaker of the house of |
|
representatives within the required time. |
|
(d) All requirements of the constitution and laws of this |
|
state and the rules and procedures of the legislature with respect |
|
to the notice, introduction, and passage of this Act are fulfilled |
|
and accomplished. |
|
SECTION 6. This Act takes effect immediately if it receives |
|
a vote of two-thirds of all the members elected to each house, as |
|
provided by Section 39, Article III, Texas Constitution. If this |
|
Act does not receive the vote necessary for immediate effect, this |
|
Act takes effect September 1, 2009. |