08-E Texas Clean Air Cities Coalition (2)

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Texas Clean Air Cities Participating Agreement and By-Laws Page 2 of7 WHEREAS, jointly participating in permitting proceedings and litigation and related efforts with other Coalition members will allow the City to benefit from the outcome of the litigation while minimizing the costs of litigation and of other efforts; and NOW THEREFORE, In consideration of the premises, agreements, covenants and promises set forth herein, it is agreed as follows: 1. TCACC and Standin!! Steenn!! Committee Membership The TCACC members hereby form the TEXAS CLEAN AIR CITIES COALITION CTCACC"), a Texas not-for-profit unincorporated association. Each member shall approve its membership in the TCACC and designate its representative to receive notices and participate in and vote at TCACC meetings. The TCACC shall be composed of all cities and other local government units and organizations of Texas paying the current nonrefundable membership fee. The fee for the initial period (approximately one year) is $10,000 for each member. The members shall elect a Steering Committee consisting of no more than five (5) persons, each such member being the designated representative to TCACC of a different member which shall function as the Board of Directors. The Steering Committee shall at least include a representative from the cities of Dallas and Houston. The remainder of the representatives shall be selected by the members as of the time of selection based upon diversity of geographic location and population size. Each member ofTCACC and each member on the Steering Committee shall have one vote as to decisions of their respective bodies.. Meetings of the Steering Committee shall be open for observation to each member ofTCACC whether or not it has a representative on the Steering Committee. Decisions ofTCACC shall be by majority of members participating in any proceeding or meeting at which a vote is taken. Cities may participate and vote via telephone and/or via written proxy in form acceptable to the presiding officer, who shall be the senor officer of the Steering Committee present or otherwise participating in a proceeding, or if there be none, then a person selected by members participating at the proceeding. Members who join after the date hereof shall be bound by this instrument as of the date of their membership after having executed a duplicate counterpart hereof and delivered it to the secretary/treasurer. Any member may at any time substitute any other person for any original designated representative to TCACC or for any Original Steering Committee Member and other Steering Committee member by reasonable notice to the secretary/treasurer or to any Steering Committee member if the substitution would replace the secretary/treasurer. Said substitution may be permanent or temporary in accordance with the notice. The substitution should be described for the minutes of the Steering Committee by the substitute or by another Steering Committee member at the first opportunity. The substitute assumes any offices and duties of the replaced member for the duration of the substitution. 2. Powers of the Steenn!! Committee The TCACC members delegate to the Steering Committee the power to commence litigation in support of and to intervene in, on behalf ofTCACC members, either in their respective individual names or as members ofTCACC ifTCACC intervenes as an association, permitting proceedings, rulemaking, and related dockets and appeals thereof, represent the interests of cities in matters related to or affecting the construction or permitting of electric generation plants before state and federal legislative, executive, and judicial bodies, and settle, withdraw from, and pay for such activities. The Steering Committee shall fix the amount of the