SUBJECT:
title
Approval of a resolution recommending adoption of amendments to the Articles of Incorporation of the Austin Transit Partnership to allow the appointment of Alternate Capital Metro and Austin City Council Directors to serve in the absence of the appointed Director.
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RESOLUTION
OF THE
CAPITAL METROPOLITAN TRANSPORTATION AUTHORITY
BOARD OF DIRECTORS
STATE OF TEXAS
COUNTY OF TRAVIS
AI-2022-684
WHEREAS, in accordance with Chapter 431 of the Texas Transportation Code, known as the Texas Transportation Corporation Act (the “Act”), Chapter 394 of the Texas Local Government Code (“Chapter 394”), and an interlocal agreement between the Capital Metropolitan Transportation Authority (“CapMetro”) and the City of Austin (“City”), the joint local government corporation called the Austin Transit Partnership Local Government Corporation (“ATP”) was created to aid CapMetro and the City and act on their behalf to accomplish the governmental purpose of implementing the Project Connect System Plan and Locally Preferred Alternatives for the Orange, Blue, Gold, Green, and MetroRapid Lines; and
WHEREAS, ATP executed its Articles of Incorporation (as amended, the “Articles”) as a public, non-profit corporation on December 18, 2020, and a Certificate of Formation (“Certificate”) for ATP was filed with the Texas Secretary of State on December 22, 2020; and
WHEREAS, pursuant to the Act and Chapter 394 and as the sponsoring local governments of ATP, the City Council for the City of Austin and the Board of Directors (“Board”) of CapMetro, in their sole discretion, may approve amendments to the ATP Articles to change the structure, organization, programs, or activities of ATP, including the power to terminate ATP, subject to any limitation on the impairment of contracts; and if so, subject to corresponding approval by the City of Austin City Council, then such amendment to the ATP Articles will be filed with the Texas Secretary of State; and
WHEREAS, Article XVII of the ATP Articles provides for the process for amending the ATP Articles, including changes to Board composition; and
WHEREAS, the CapMetro Board desires to coordinate with the City to amend the ATP Articles to allow the respective bodies to appoint an alternate to the ATP Board of Directors to serve in the absence of the appointed Director
NOW, THEREFORE, BE IT RESOLVED by the Capital Metropolitan Transportation Authority Board of Directors that: Pursuant to Article XVII of the Austin Transit Partnership Articles of Incorporation, the CapMetro Board adopts the following recommended amendment to Article VI of the Articles: The City Council and the Capital Metro Board may each appoint an alternate Director from their respective bodies (the “Alternate Director”). The Alternate Director may attend the meetings of the ATP Board of Directors in the absence of the respective City Council or Capital Metro Director and shall be allowed to vote on any matters before the ATP Board. The Alternate Director shall serve for a term concurrent with the respective City Council or Capital Metro Board Director. Alternate Directors may be reappointed. Alternate Directors may be removed from the appointment in the same manner as the City Council or Capital Metro Board Director.
NOW, THEREFORE, BE IT FURTHER RESOLVED that the CapMetro Board of Directors approves the proposed amendment and, only after approval of a corresponding amendment by the City of Austin City Council, the filing of such an amendment with the Secretary of State of the State of Texas in the appropriate form and manner provided by law. The CapMetro Board authorizes and directs the President & CEO, or their designee, to perform all such acts as may be necessary or desirable in order to carry out the terms and provisions of this Resolution.
____________________ Date: ____________________
Secretary of the Board
Leslie Pool