Loading...
10 - Sulphur River Regional Mobility Authority (2)Item No. 10 TO: Mayor, Mayor Pro -Tem & City Council FROM: Janice Ellis, City Clerk SUBJECT: Sulphur River Regional Mobility Authority "SuRRMA" Presentation DATE: June 10, 2024 BACKGROUND: In 2012, the Sulphur River Regional Mobility Authority "SuRRMA" was formed and included the counties of Delta, Hunt and Lamar. Since that time, Fannin County has been included in the SuRRMA. A Regional Mobility Authority is a political subdivision formed by one or more counties or cities to finance, acquire, design, construct, operate, maintain, expand or extend transportation projects. Regional Mobility Authorities create partnerships between the State and local entities to meet the transportation needs of tomorrow's Texans. STATUS OF ISSUE: SuRRMA is comprised of a representative from each entity. Since January 9, 2023, Chris Donnan has served as the City's representative. Mr. Donnan has requested to step down from the board. Throughout the history of SuRRMA, the SuRRMA presiding officer has made recommendations as to the appointees, and it has been the practice of the City to accept the recommendation(s). BUDGET: N/A RECOMMENDATION: Provide direction to City Staff to bring back a Resolution appointing Jay Hodge's recommendation to serve on SuRRMA, or direct Staff to advertise, accept applications and bring them forward to the City Council for consideration. THE SULPHUR RIVER REGIONAL MOBILITY AUTHORITY Bylaws § 1. The Authority These Bylaws are made and adopted for the regulation of the affairs and the performance of the functions of the Sulphur River Regional Mobility Authority (the "Authority"), a regional mobility authority authorized and existing pursuant Chapter 370 of the Texas Transportation Code, as the same may be amended from time to time (the "RMA Act"), as well as rules adopted by the Texas Department of Transportation concerning the operation of regional mobility authorities, located at 43 Tex. Admin. Code §26.01, et seq. (the "RMA Rules"). § 2. Principal Office The domicile and principal office of the Authority shall be in one of the counties composing the Authority, as determined by its Board of Directors (the "Board"). § 3. General Powers The activities, property, and affairs of the Authority will be managed by its Board, which may exercise all powers and do all lawful acts permitted by the Constitution and statutes of the State of Texas, the RMA Act, the RMA Rules, and these Bylaws. Adopted April 9, 2008 c; 1 Revisions: June 7, 2012; February 15, 2018 e § 4. Board Appointments and Terms (a) (b) The Board of the Authority shall be composed of nine Directors, appointed as follows: (1) Each of Delta, Fannin, Hunt, and Lamar Counties (the "County" or "Counties"), by action of its respective Commissioners Courts, shall appoint two (2) Directors. Each Director must be a resident of the county which appoints him/her throughout the term of office. To assure adequate representation from throughout each County, Directors will be appointed as follows: (A) Delta County appoints two (2) Directors, one specifically representing the interests of the City of Cooper. (B) Fannin County appoints two (2) Directors, one specifically representing the interests of the City of Bonham. (C) Hunt County appoints two (2) Directors, one specifically representing the interests of the City of Commerce. (D) Lamar County appoints two (2) Directors, one specifically representing the interests of the City of Paris. (2) The Governor shall appoint one (1) Director, who must be a resident of one of the Counties, to serve as the presiding officer and Chair of the Board. The terms of the Directors of the Authority shall begin on the date of their appointment by the office or entity which Adopted April 9, 2008 l' _? - '; 12 Revisions: June 7, 2012;.February 15, 2018 appointed them, but no earlier than the date the Authority was officially constituted and the initial Board members took the oath of office. (c) After their initial term, the terms of office for the Directors of the Authority shall be for two years. (d) The initial appointment of the Board member from each County, representing the at -large interest of the appointing County, shall be for one year, such term ending February 1, 2009. The second Board member from each County, representing the interests of a specific city within the appointing County, shall be appointed for two years, such term ending February 1, 2010. (e) Directors may be reappointed at the direction and discretion of the entity which appointed them. (f) Each Director shall serve until his or her successor has been duly appointed and qualified or until his or her death, resignation, or removal from office in accordance with these Bylaws. § 5. Qualifications of Directors (a) All Directors will have and maintain the qualifications set forth in this § 5 and in the RMA Act and RMA Rules. (b) All appointments to the Board shall be made without regard to disability, sex, religion, age, or national origin. (c) Each Director appointed by a Commissioners Court must be a resident of the County governed by that Commissioners Court at the time of their appointment. (d) An elected official is not eligible to serve as a Director, Adopted April 9, 2008 13 Revisions: June 7, 2012; February 15, 2018 6 (e) A person who is an officer, employee, or paid consultant of a Texas trade association in the field of road construction or maintenance, public transportation or aviation, or whose spouse is an officer, manager, or paid consultant of a Texas trade association in the aforementioned fields, is not eligible to serve as a Director or as the Authority's Executive Director. (f) A person is not eligible to serve as a Director or as the Authority's Executive Director if the person or the person's spouse: (1) is employed by or participates in the management of a business entity or other organization, other than a political subdivision, regulated by or that receives money from TxDOT or the Authority; (2) owns or controls, directly or indirectly, more than a 10 percent interest in a business entity or other organization that is regulated by or receives money from TxDOT or the Authority, other than compensation for acquisition of transportation infrastructure right-of-way; (3) uses or receives a substantial amount of tangible goods, services, or money from TOOT or the Authority, other than compensation or reimbursement authorized by law for Board membership, attendance, or expenses, or for compensation for acquisition of transportation infrastructure right-of-way; (4) is an officer, employee, or paid consultant of a Texas trade association in the field of transportation infrastructure construction, maintenance, or operation; or (5) is required to register as a lobbyist under Chapter 305, Government Code, because of the person's activities for Adopted April 9, 2008 .; 14 Revisions: June 7, 2012; February 15, 2018 compensation on behalf of a profession related to the operation of TOOT or the Authority. (g) Each Director shall certify annually to the Secretary (as defined in § 25 of these Bylaws) that said Director is not ineligible to serve on the Board as a result of any of the foregoing conditions. § 6. Vacancies A vacancy on the Board shall be filled promptly by the entity that made the appointment that falls vacant. Each Director appointed to fill a vacant position shall be appointed for the unexpired term of the Director's predecessor in that position. § 7. Resignation and Removal A director may resign at any time upon giving written notice to the Authority and the entity that appointed that Director. A Director may be removed from the Board if the Director does not possess at the time the Director is appointed, or does not maintain, the qualifications required by the RMA Act, the RMA Rules, or these Bylaws, or if the Director violates any of the foregoing. In addition, a Director who cannot discharge the Director's duties for a substantial portion of the term for which he or she is appointed because of illness or disability, or a Director who is absent from more than one third of the regularly scheduled Board meetings during a given calendar year, may be removed. If a Director or the Executive Director of the Authority knows that a potential ground for removal of a Director exists, the Director or Executive Director shall notify the Board Chair of the potential ground for removal. The Chair, after discussion with the Director subject to removal, then shall notify the entity that appointed such Director of potential ground for removal. Additionally, the Commissioner's Court of the County appointing a Director may remove a Director appointed by that County for cause. A Director shall be considered removed from the Board only after the Authority receives notice of removal from the entity that appointed such Director. Adopted April 9, 2008 5 Revisions: June 7, 2012; February 15, 2018 § 8. Compensation of Directors Directors shall serve without compensation, but will be reimbursed for their actual expenses as may be reasonably incurred in their carrying out the duties according to policies set by the Board. § 9. Conflict of Interest A Director shall not: (a) accept or solicit any gift, favor, or service that might reasonably tend to influence that Director in the discharge of official duties on behalf of the Authority or that the Director knows or should know is being offered with the intent to influence the Director's official conduct; or (b) accept other compensation that could reasonably be expected to impair the Director's independence of judgment in the performance of the Director's official duties. Directors shall familiarize themselves and comply with all applicable laws regarding conflicts of interest, including Chapter 171 of the Texas Local Government Code and any conflict of interest policy adopted by the Board. § 10. Additional obligations and training of Directors Directors shall comply with any requirement to file an annual personal financial statement, if and to the extent required by § 370.2521 of the RMA Act, and must complete training on the RMA's responsibilities under the Open Meetings Act and the Public Information Act as provided by §§ 551.005 and 552.012 of the Texas Government Code. Adopted April 9, 2008 P 6 Revisions: June 7, 2012; February 15, 2018 § 11. Meetings All regular meetings of the Board shall be held in a county of the Authority, at a specific site, date, and time to be determined by the Board Chair. The Chair may postpone any regular meeting if it is determined that such meeting is unnecessary or that a quorum will not be achieved, but no fewer than four regular meeting shall be held during each calendar year. Special meetings and emergency meetings of the Board may be called, upon proper notice, at any time by the Chair or at the request of any three Directors. Special meetings and emergency meetings shall be held at such time and place as specified by the Chair, if the Chair calls the meeting, or, by the three Directors, if they call the meeting. The Chair shall set the agendas for meetings of the board, except that the agendas of meetings called by three Directors shall be set by those Directors. § 12. Voting; Quorum A majority of the Directors constitutes a quorum, and the vote of a majority of the Directors present at a meeting for which a quorum is present will be necessary for any action taken by the Board. No vacancy in the membership of the Board will impair the right of a quorum to exercise all of the rights to perform all of the duties of the Board. Therefore, if a vacancy occurs, a majority of the Directors then serving in office will constitute a quorum. § 13. Meetings by Telephone As authorized by § 370.262 of the RMA Act, the Board, committees of the Board, staff, or any combination thereof, may participate in and hold open or closed meetings by means of conference telephone or other electronic communications equipment by which all persons participating in the meeting can communicate with each other and at which public participation is permitted by a speaker telephone or other electronic communications equipment at a conference room of the authority or other facility in a county of the Authority that is accessible to the public. Such Adopted April 9, 2008 " a 7 Revisions: June 7, 2012; February 15, 2018 meetings are subject to the notice requirements of the Texas Open meetings Act, however they are not subject to the additional requirements of § 551.125(b) of the Act. The Notice must state where members of the public can attend to hear those portions of the meeting open to the public. Participation in a meeting pursuant to this § 13 constitutes being present in person at such meeting, except that a Director will not be considered in attendance when the Directors appears at such a meeting for the express of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened as generally provided under § 19 of these Bylaws. Each part of a meeting conducted by telephone conference call or other electronic means that by law must be open to the public shall be accessible to the public at the location specified in the notice and shall be tape- recorded and documented by written minutes. On conclusion of the meeting, the tape recording and the written minutes of the meeting shall be made available to the public within a reasonable period of time. § 14. Procedure All meetings of the Board and its committees shall be conducted in accordance with Robert's Rules of order pursuant to statutorily proper notice of meeting posted as provided by law. The Chair at any time may change the order of items to be considered from that set forth in the notice of meeting, provided that all agenda items that require a vote by the Board shall be considered at the meeting for which they have been posted. To the extent procedures prescribed by applicable statutes, the RMA Act or Rules, or these Bylaws conflict with Robert's Rules of Order, the statutes, the RMA Rules, or these Bylaws shall govern. § 15. Executive committee The Authority shall establish an Executive Committee, consisting of the officers of the Authority as identified in § 20, and such other members as the Chair may direct. Meetings of the Executive Committee shall be Adopted April 9, 2008 8 Revisions: June 7, 2012; February 15, 2018 conducted on no less than three (3) days notice to the Executive Committee members. A majority of the members of the Executive Committee constitutes a quorum of the Committee, and the vote of a majority of the members present at a meeting at which a quorum is present will be necessary for any action taken by the Executive Committee. Minutes shall be kept of all meetings of the Executive Committee. Consistent with § 16, the Executive Committee shall have and may exercise such authority as granted by the Board, subject to the limitations imposed by applicable law and provided that the Executive Committee shall not enter into or approve any contract, nor authorize the expenditure of funds on behalf of the Authority. Actions requiring Board approval shall be submitted to the Board as recommendations of the Executive Committee. § 16. Additional Committees (a) The Board Chair at any time may designate from among the Directors one or more ad hoc or standing committees, each of which shall be comprised of two or more Directors, and the Chair may designate one or more Directors as alternate members of such committees, who may, subject to any limitations imposed by the Chair, replace absent or disqualified members at any meeting of that committee. The Chair shall appoint the chair of each committee, as well as Directors to fill any vacancies in the membership of the committees. The Chair serves as an ex -officio member of each committee. (b) If approved by a resolution passed by a majority vote of the Board, a committee shall have and may exercise all of the authority of the Board, to the extent provided in such resolution and subject to the limitations imposed by applicable law; provided that no Committee shall be authorized to enter into or approve any contract, nor authorize the expenditure of funds on behalf of the Authority. All contracts and expenditures of the Authority shall be made by the Board of Directors. Adopted April 9, 2008 9 Revisions: June 7, 2012; February 15, 2018 (c) At the next regular meeting of the Board following the formation of a committee, the Chair shall deliver to the Directors and the Secretary a written description of the committee, including (a) the name of the committee, (b) whether it is an ad hoc or standing committee, (c) its assigned function(s) and/or task(s), (d) whether it is intended to have a continuing existence or to dissolve upon the completion of a specified task and/or the occurrence of certain events, (e) the Directors designated as members and alternate members to the committee, and the committee's chair, and (f) such other information as requested by any Director. The Secretary shall enter such written description into the official records of the Authority. The Chair shall provide a written description of any subsequent changes to the name, function, tasks, term, or composition of any committee in accordance with the procedure described in the preceding two sentences. (d) A committee also may be formed by a majority vote of the Board, which vote (and not the Chair) also shall specify the committee's chair and provide the descriptive information otherwise furnished by the Chair in accordance with paragraph (c) of this section. A meeting of any committee formed pursuant to this §16 may be called by the Chair, the chair of the applicable committee, or by any two members of the committee. All committees shall keep regular minutes of their proceedings and report to the Board as required. The designation of a committee of the Board and the delegation thereto of authority shall not operate to relieve the Board, or any Director, of any responsibility imposed upon the Board or the individual Director by law. (e) To the extent applicable, the provisions of these Bylaws relating to meetings, quorums, meetings by telephone, and procedure shall govern the meetings of the Board's committees. Adopted April 9, 2008 Psi 10 Revisions: June 7, 2012; February 15, 2018 (f) A committee formed pursuant to either paragraph (a) or (d) of this section may include one or more members who are not Directors. However, at all times, Directors not serving as an ex -officio member of the committee shall be the majority of the committee's membership. § 17. Notice of Meetings Notice of each meeting of the Board shall be posted in accordance with the Texas Open Meetings Act, and sent by mail, electronic mail, or facsimile to all Directors entitled to vote at such meeting and to the County Judge of each County participating in the Authority at least seventy-two (72) hours prior to the start of such meeting. Notice shall be posted at each Courthouse, the Authority's place of business, the meeting location, the Authority's Website, and with the Texas Secretary of State. If sent by mail, such notice will be deemed delivered when it is deposited in the United States mail with sufficient postage prepaid. If sent by electronic mail or facsimile, the notice will be deemed delivered when transmitted properly to the correct e-mail address or number, provided that an additional copy of such notice shall be sent by overnight delivery as confirmation of the notice sent by electronic mail or facsimile. Such notice of meetings also may be given by telephone, provided that any of the Chair, Executive Director, Secretary, or their designee speaks personally to the applicable Director to give such notice. § 18. Waiver of Notice Whenever any notice is required to be given to any Director by statute or by these Bylaws, a written waiver of such notice signed by the person or persons entitled to such notice, whether before or after the time required for such notice, shall be deemed equivalent to the giving of such notice. Adopted April 9, 2008 11 Revisions: June 7, 2012; February 15, 2018 § 19. Attendance as Waiver Attendance of a Director at a meeting of the Board or a committee thereof will constitute a waiver of notice of such meeting, except that a Director will not be considered in attendance when the Director appears at such a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. § 20. Officers The officers of the Authority shall consist of a Chair, a Vice Chair, a Secretary, and a Treasurer. The offices of Secretary and Treasurer may be held simultaneously by a single Director. If the offices are held separately, then the Secretary need not be a member of the Board. The individuals elected as officers shall not be compensated for their service as officers. However, officers shall be reimbursed for all actual expenses incurred in conducting proper Authority business and for travel expenses incurred in the performance of their duties according to policies set by the Board. If desired, in addition to the above officers, the Board may also designate an Assistant Secretary and Assistant Treasurer, who shall also be considered officers of the Authority, but are not required to be Directors. § 21. Election and Term of Office Except for the office of Chair, which is filled by the Governor's appointment, officers will be elected by the Board for a term of one year, subject to § 22 of these Bylaws. The election of officers shall be by a vote of the Directors of the Authority at the first meeting of the Authority held after February 1 of each year or at such other meeting as the Board determines. Adopted April 9, 2008 9 <, g 12 Revisions: June 7, 2012; February 15, 2018 § 22. Removal and Vacancies Each officer shall hold office until a successor is chosen and qualified, or until the officer's death, resignation, or removal, or, in the case of a Director serving as an officer, until such officer ceases to serve as a Director. Any officer, except the Chair, may resign at any time upon giving written notice to the Board. The Chair may resign at any time upon giving written notice to the Board and the Governor. Any officer except the Chair may be removed from service as an officer at any time, with or without cause, by the affirmative vote of a majority of the Directors of the Authority, but such action shall not terminate the Director from service as a Director. The Directors of the Authority may at any meeting vote to fill any officer position except the Chair vacated due to an event described in this § 22 for the remainder of the unexpired term. § 23. Board Chair The Board Chair is appointed by the Governor and is a Director of the Authority. The Chair shall appoint all committees of the Board as specified in these Bylaws (except as otherwise provided in § 16 of these Bylaws), call all regular meetings of the Board, and preside at and set the agendas for all meetings of the Board (except as provided in the concluding sentence of § 11 of these Bylaws). The Chair shall further review and approve all requests for reimbursement of actual expenses sought by the Directors and Executive Director. § 24. Vice Chair The Vice Chair must be a Director of the Authority. During the absence or disability of the Chair, upon the Chair's death (and pending the Governor's appointment of a successor new Chair), or upon the Chair's request, the Vice Chair shall perform the duties and exercise the authority and powers of the Chair, Adopted April 9, 2008 13 Revisions: June 7, 2012; February 15, 2018 § 25. Secretary Unless simultaneously serving as Treasurer, the Secretary need not be a Director of the Authority. The Secretary shall keep true and complete records of all proceedings of the Directors in books provided for that purpose and shall assemble, index, maintain, and keep up-to-date a book of all of the policies adopted by the Authority; attend to the giving and serving of all notices of meetings of the Board and its committees and such other notices as are required by the office of Secretary and as may be directed by the RMA Act, any trust indenture binding on the Authority, Directors of the Authority, or the Executive Director; seal with the official seal of the Authority (if any) and attest all documents, including trust agreements, bonds, and other obligations of the Authority that require the official seal of the Authority to be impressed thereon; execute, attest, and verify signatures on all contracts in which the total consideration equals or exceeds an amount established in resolutions of the Board, contracts conveying property of the Authority, and other agreements binding on the Authority which by law or Board resolution require attestation; certify resolutions of the Board and any committee thereof; maintain custody of the corporate seal, minute books, accounts, and all other official documents and records, files, and contracts that are not specifically entrusted to some other officer or depository; and hold such administrative offices and perform such other duties as the Directors or the Executive Director shall require. § 26. Treasurer The Treasurer must be a Director of the Authority. The Treasurer shall execute all requisitions to the applicable bond trustee for withdrawals from the construction fund, unless the Board designates a different officer, Director, or employee of the Authority to execute any or all of such requisitions. In addition, the Treasurer shall execute, and if necessary attest, any other documents or certificates required to be executed and attested by the Treasurer under the terms of any trust agreement or supplemental trust agreement entered into by the Authority; maintain custody of the Authority's funds and securities and keep a full and accurate Adopted April 9, 2008 1' ,} m 14 Revisions: June 7, 2012; February 15, 2018 account of all receipts and disbursements, and endorse, or cause to be endorsed, in the name of the Authority and deposit, or cause to be deposited, all funds in such bank or banks as may be designated by the Authority as depositories; render to the Directors at such time as may be required an account of all financial transactions coming under the scope of the Treasurer's authority; give a good and sufficient bond, to be approved by the Authority, in such an amount as may be fixed by the Authority; invest such of the Authority's funds as directed by resolution of the Board, subject to the restrictions of any trust agreement entered into by the Authority; and hold such administrative offices and perform such other duties as the Directors of the Authority or the Executive Director shall require. If, and to the extent that, the duties or responsibilities of the treasurer and those of any administrator conflict and are vested in different persons, the conflicting duties and responsibilities shall be deemed vested in the Treasurer. § 27. Administrators If the Board of the Authority determines or has determined that administrators are necessary for the efficient operation of the Authority, the chief administrator of the Authority shall be the Executive Director. Other administrators may be appointed by the Executive Director with the consent of the Board. All such administrators, except for the Executive Director, shall perform such duties and have such powers as may be assigned to them by the Executive Director or as set forth in Board Resolutions. Any administrator may be removed, with or without cause, at any time by the Executive Director. All administrators will be reimbursed for actual expenses incurred in performance of their duties as approved by the Executive Director. Notwithstanding the foregoing, all actual expense reimbursements to the Executive Director shall be subject to the approval of the Chair, Adopted April 9, 2008 P 15 Revisions: June 7, 2012; February 15, 2018 § 28. Executive Director (a) The Executive Director will be selected by the Board and shall serve at the pleasure of the Board, performing all duties assigned by the Board, implementing all resolutions adopted by the Board and operating the Authority within the constraints of an approved annual budget. (b) In addition, the Executive Director: (1) shall be responsible for general management, hiring and termination of the employees, and day-to-day operations of the Authority; (2) shall be responsible for preparing a draft of the Strategic Plan for the Authority's operations, as described in § 37 of these Bylaws; (3) shall be responsible for preparing a draft of the Authority's written Annual report, as described in § 37 of these Bylaws; (4) at the invitation of a Commissioners Court of a county in the Authority, shall appear, with representatives of the Board, before the Commissioners Court to present the Authority's Annual Report and respond to questions and receive comments regarding the Report or the Authority's operations; (5) may execute contracts, contract supplements, contract change orders, and purchase orders not exceeding amounts established in resolutions of the Board; and, (6) shall have such obligations and authority as may be described in one or more Resolutions enacted from time to time by the Board. Adopted April 9, 2008 P a 16 Revisions: June 7, 2012; February 15, 2018 (c) The Executive Director may delegate the foregoing duties and responsibilities as the Executive Director deems appropriate, provided such delegation does not conflict with applicable law or any express direction of the Board. § 29. Interim Executive Director The Board may designate an Interim Executive Director to perform the duties of the Executive Director during such times as the position of Executive Director is vacant. The Interim Executive Director need not be an employee of the Authority. §30. Indemnification by the Authority Any person made a party to or involved in any litigation, including any civil, criminal or administrative action, suit or proceeding, by reason of the fact that such person is or was a Director, officer, or administrator of the Authority or by reason of such person's alleged negligence or misconduct in the performance of his or her duties as such Director, officer, or administrator shall be indemnified by the Authority, to the extent funds are lawfully available and subject to any other limitations that exist by law, against liability and the reasonable expenses, including attorneys' fees, actually and necessarily incurred by him or her in connection with any action therein, except in relation to matters as to which it is adjudged that such Director, officer, or administrator is guilty of and liable for gross negligence or willful misconduct in the performance of his or her duties ("Non -Indemnified Activities"). A conviction or judgment entered in connection with a compromise or settlement of any such litigation shall not by itself be deemed to constitute an adjudication of liability for such gross negligence or willful misconduct. In the event of a conviction for an offense involving Non -Indemnified Activities for which the director, officer, or administrator was indemnified, the officer, Director, or administrator shall be liable to the Authority for the amount of indemnification paid, with interest at the legal rate for interest on a judgment from the date the indemnification was paid, as provided by § 370.258 of the Regional Mobility Adopted April 9, 2008 P a ; :. 17 Revisions: June 7, 2012; February 15, 2018 Act. The right to indemnification will include the right to be paid by the Authority for expenses incurred in defending a proceeding in advance of its final disposition in the manner and to the extent permitted by the Board in its sole discretion. In addition to the indemnification described above that the Authority shall provide a Director, officer or administrator, the Authority may, upon approval of the Board in its sole discretion, indemnify a Director, officer, or administrator under such other circumstances, or may indemnify an employee, against liability and reasonable expenses, including attorneys' fees, incurred in connection with any claim asserted against him or her in said party's capacity as a Director, officer, administrator, or employee of the Authority, subject to any limitations that exist by law. Any indemnification by the Authority pursuant to this § 31 shall be evidenced by a resolution of the Board. For purpose of indemnification, former Directors shall be entitled to the same rights of indemnification as current Directors. § 31. Expenses Subject to Indemnification As used herein, the term "expenses" includes fines or penalties imposed and amounts paid in compromise or settlement of any such litigation only if: (a) independent legal counsel designated by a majority of the Board, excluding those Directors who have incurred expenses in connection with such litigation for which indemnification has been or is to be sought, shall have advised the Board that, in the opinion of such counsel, such Director, officer, administrator, or other employee is not liable to the Authority for gross negligence or willful misconduct in the performance of his or her duties with respect to the subject of such litigation; and (b) a majority of the Directors shall have made a determination that such compromise or settlement was or will be in the best interests of the Authority. Adopted April 9, 2008 F w 118 Revisions: June 7, 2012; February 15, 2018 § 32. Procedure for Indemnification Any amount payable by way of indemnity under these Bylaws may be determined and paid pursuant to an order of or allowance by a court under the application provisions of the laws of the State of Texas in effect at the time and pursuant to a resolution of a majority of the Directors, other than those who have incurred expenses in connection with such litigation for which indemnification has been or is to be sought. In the event that all of the Directors are made parties to such litigation, a majority of the Board shall be authorized to pass a resolution to provide for legal expenses for the entire Board. § 33. Additional Indemnification The right of indemnification provided by these Bylaws shall not be deemed exclusive of any right to which any Director, former Director, officer, administrator, or other employee may be entitled, as a matter of law, and shall extend and apply to the estates of deceased Directors, officers, administrators, and other employees. § 34. Contracts and Purchases All contracts and purchases on behalf of the Authority shall be entered into and made in accordance with rules of procedure prescribed by the Board and applicable laws and rules of the State of Texas and its agencies. § 35. Sovereign Immunity Unless otherwise required by law, the Authority will not by agreement or otherwise waive or impinge upon its sovereign immunity. Adopted April 9, 2008 19 Revisions: June 7, 2012; February 15, 2018 § 36. Termination of Employees Employees of the Authority shall be employees at will unless they are party to an employment agreement with the Authority executed by the Chair upon approval by the Board. Employees not covered by such a contract may be terminated at any time, with or without cause, by the Executive Director subject to applicable law and the policies in place at the time of termination. § 37. Strategic Plan, Annual Report, and Presentation to Commissioners Courts (a) Each even -numbered year, after its first year of operation, the Authority shall issue a Strategic Plan of its operations covering the next five fiscal years, beginning with the next odd - numbered fiscal year. A draft of each Strategic Plan shall be submitted to the Board for review, approval, and, subject to revisions required by the Board, adoption. (b) Under the direction of the Executive Director, or in the absence of an Executive Director, the Chair shall direct that the staff of and/or consultants to the Authority prepare a draft of an Annual Report on the Authority's activities during the preceding year and describing all revenue bond issuances anticipated for the coming year, the financial condition of the Authority, all project schedules, and the status of the Authority's performance under the most recent Strategic Plan. The draft shall be submitted to the Board not later than November 30th for review, approval, and, subject to revisions required by the Board, adoption. Not later than March 31St following the conclusion of the preceding fiscal year, the Authority shall file with the Commissioners Court of each county included in the Authority the Authority's Annual Report, as adopted by the board. Adopted April 9, 2008 20 Revisions: June 7, 2012; February 15, 2018 (c) At the invitation of a Commissioners Court of a county in the Authority, representatives of the Board and the Executive Director shall appear before the Commissioners Court to present the Annual Report and respond to questions and receive comments. § 38. Rates and Regulations; Compliance with Law The Board shall, in accordance with all applicable trust agreements, the RMA Act, the RMA Rules, or other law, establish toll rates and fees, designate speed limits, establish fines for toll violators, and adopt rules and regulations for the use and occupancy of Authority projects. § 39. Seal The official seal of the Authority shall consist of the embossed impression of a circular disk with the words "Sulphur River Regional Mobility Authority" on the outer rim, with a star in the center of the disk. § 40. Fiscal Year The fiscal year for the Authority shall be from October 11t to September 30th. § 41. Public Access Policy The Authority shall maintain an access policy to be adopted by the Board that provides the public with a reasonable opportunity to appear before the Board to speak on any issue under the jurisdiction of the Authority. Adopted April 9, 2008 .. 21 Revisions: June 7, 2012; February 15, 2018 § 42. Appeals Procedure The Authority shall maintain an appeals procedure to be adopted by the Board and amended from time to time that sets forth the process by which parties may bring to the attention of the Authority their questions, grievances, or concerns and may appeal any action taken by the Authority. § 43. Amendments to Bylaws Except as may be otherwise provided by law, these Bylaws may be amended, modified, altered, or repealed in whole or in part, at any regular meeting of the Board after ten (10) days in advance notice has been given by the Chair to each Director of the proposed change. Any such changes will require a simple majority after establishment of a quorum. These Bylaws may not be amended at any special or emergency meeting of the Board. §. 44. Dissolution of the Authority (a) Voluntary Dissolution (1) An Authority may not be dissolved unless the dissolution is approved by the Texas Transportation Commission (the "Commission"). (2) A Board may submit a request to the Commission for approval to dissolve. (3) The Commission may approve a request to dissolve only if: A) all debts, obligations, and liabilities of the Authority have been paid and discharged or adequate provision has been made for the payment of all debts, obligations and liabilities; Adopted April 9, 2008 1' < 22 Revisions: June 7, 2012; February 15, 2018 a B) there are no suits pending against the Authority, or adequate provision has been made for the satisfaction of any judgment, order or decree that may be entered against it in any pending suit; and C) the Authority has commitments from other governmental entities to Assume jurisdiction of all Authority transportation facilities. (b) Involuntary Dissolution (1) The Commission by Order may require an authority to dissolve if the commission determines that the Authority has not substantially complied with the requirements of a Commission Rule or an agreement between the department and the Authority. (2) The Commission may not require dissolution unless: A) The conditions described in §§ 44(A) and (B) have been met; And, B) The holders of any indebtedness have evidenced their agreement to the dissolution. Considered and debated by the members of the Board of Directors of the Sulphur River Regional Mobility Authority on a properly posted agenda item in open session and approved by a vote of , on Wednesday, April 9, 2008. Hon. Tanis Hager Secretary Adopted April 9, 2008 ? n f: >: 23 Revisions: June 7, 2012; February 15, 2018