SUBJECT:
title
Approval of an Amended and Restated Certificate of Formation of the Austin Transit Partnership Local Government Corporation (“ATP”), a Joint Local Government Corporation.
end
FISCAL IMPACT:
This action has no fiscal impact.
STRATEGIC PLAN:
Strategic Goal Alignment:
☐ 1. Internal/External Customer Service Excellence ☐ 2. Stakeholder Engagement
☐ 3. Financial and Environmental Sustainability ☐ 4. Staff Development ☐ 5. Agency Growth Management
Strategic Objectives:
☐ 1.1 Safety & Risk ☐1.2 Continuous improvement ☐ 1.3 Dynamic Change
☐1.4 Culture of Innovation ☐2.1 Be an Employer of Choice ☐2.2 Organization Development
☐2.3 Organization Culture ☐3.1 Resource optimization ☐3.2 Safety Culture
☐3.3 Environmental Leadership ☐4.1 Educate & Call to Action ☐4.2 Build Partnerships
☐4.3 Value of Transit ☒4.4 Project Connect
EXPLANATION OF STRATEGIC ALIGNMENT: The Austin Transit Partnership oversees implementation of the Project Connect System Plan and Locally Preferred Alternative for the Orange, Blue, Gold, Green and MetroRapid Lines as part of the CapMetro transit system.
BUSINESS CASE: The ongoing operations of a joint local government corporation with the City of Austin and CapMetro is necessary to carry out the Project Connect System Plan as approved by the voters of the City of Austin on November 3, 2020.
COMMITTEE RECOMMENDATION: This resolution will be considered for approval at the meeting of the Capital Metro Board of Directors on April 25, 2022. The City of Austin City Council is expected to consider it for approval on May 5, 2022.
EXECUTIVE SUMMARY: As the ATP was jointly created by the City of Austin and the Capital Metropolitan Transportation Authority (“CapMetro”), to be effective, any amendments of the ATP Certificate of Formation (including Articles of Incorporation) are conditioned upon the additional approval of any such amendments by the City of Austin City Council.
Upon approval by both the CapMetro Board and the Austin City Council, the appropriate paperwork will be filed with the Texas Secretary of State to amend ATP’s Articles of Incorporation, at which time the amendment will become effective.
DBE/SBE PARTICIPATION: Does not apply.
PROCUREMENT: Does not apply.
RESPONSIBLE DEPARTMENT: Legal
body
RESOLUTION
OF THE
CAPITAL METROPOLITAN TRANSPORTATION AUTHORITY
BOARD OF DIRECTORS
STATE OF TEXAS
COUNTY OF TRAVIS
AI-2022-409
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 (“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; and the CapMetro Board has received a proposed amendment to the ATP Articles (“Amendment”), that is, to amend Article VI of the Articles of Incorporation of Austin Transit Partnership Local Government Corporation as follows:
(i) Subject to state law, any residency requirements may be waived by a majority vote of the City Council or the Capital Metro Board for their respective Director appointees, or jointly for a joint appointee; and
(ii) The City Manager or his or her designee from the City Manager’s Office and the Chief Executive Officer of Capital Metro or his or her designee from Capital Metro are non-voting, ex-officio Directors of the Corporation; and
WHEREAS, the Amendment meets the requirements of the Act and Chapter 394 for such an Articles amendment, desires to approve the proposed amendment to the ATP Articles, and take such other actions with regard to the Amendment and/or the Certificate as CapMetro deems appropriate in furtherance of such amendment; and
WHEREAS, Chapter 394 contains references to articles of incorporation; and Section 1.006(1) of the Texas Business Organizations Code (“Code”) defines synonymous terms within the Code and other state statutes to the extent not inconsistent with other laws and governing documents and provides that “articles of incorporation” includes “certificate of formation”.
NOW THEREFORE BE IT RESOLVED by the CapMetro Board that the recitals of facts contained in the preamble of this Resolution are found and declared to be true and correct and are adopted as part of this Resolution for all purposes.
BE IT FURTHER RESOLVED that the CapMetro Board 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 his 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