S.B. No. 794
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), Section 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.
______________________________ ______________________________
President of the Senate Speaker of the House
I hereby certify that S.B. No. 794 passed the Senate on
April 8, 2009, by the following vote: Yeas 31, Nays 0.
______________________________
Secretary of the Senate
I hereby certify that S.B. No. 794 passed the House on
May 26, 2009, by the following vote: Yeas 142, Nays 0, one
present not voting.
______________________________
Chief Clerk of the House
Approved:
______________________________
Date
______________________________
Governor