Title
Consider a resolution approving the Amended Bylaws for the BCRUA and authorizing the President to execute the same. (BCRUA-2025-009)
Body
Concurrent with the process of BCRUA staff and attorney preparing the Amended and Restated Master Contract, we also prepared an amendment to the BCRUA Bylaws for Board consideration. The Bylaws had not been reviewed and updated in several years and it made sense to do this at the same time we were working on the master contract. The Final Amended Bylaws are included in the agenda packet, and changes are summarized as follows:
- In Article I, a section was added for the “Primary Purpose” which basically describes the regional water treatment and distribution system. “Prohibitions” were also added to clarify that BCRUA is not an “affected Utility” under the Water Code and is not a “wholesale public water supplier” as defined by TAC Title 30.
- Article II was reorganized to improve ease of reading. Language was also added regarding what happens if a Director ceases to hold qualifications, resigns, or is removed, procedures for calling and conducting Board meetings.
- In Article III, confusing language was addressed regarding the Board Secretary and the “administrative secretary” who posts meeting agendas, calls role, takes minutes, etc. A “reset” for the term and rotation procedure for the Board officers was provided. Over the years, the terms of the directors appointed by the three City Councils have become very confusing. This new language makes it clear that all directors’ terms begin and end at the same time, so there is no confusion.
- Perhaps the biggest change is that the Operation Committee be established in the Bylaws, instead of the Master Contract. The reasoning is since the OC functions as an important part of the “governance” of the BCRUA, the creation and responsibilities of the OC should likewise be in the Bylaws. The same OC provisions from the Master Contract were placed into the Bylaws except for one addition allowing the General Manager to seek OC input and recommendations regarding personnel matters.
- Article V is a new article that clarifies details of the appointment and responsibilities of the General Manager. Going forward, the General Manager would be appointed by and report to the Board. Annual performance evaluations would be reviewed and approved by the Board based on the current process of utilizing of Round Rock’s pay for performance system with review and recommendation by the OC to the Board, unless the Board desires to do it differently. This new Article also provides for the designation of a “General Counsel.” This was added because the bond and financial documents that the TWDB and Bond Counsel always provide that they need to be approved by the BCRUA’s “General Counsel.” It also comes up in many other situations. This designation will address this issue in the future when issues arise requiring an official Board General Counsel.
- Articles V and VI are proposed to be deleted as is it felt that Indemnification of Directors and Officers is not necessary. It is also thought that the BCRUA does not need a separate Code of Ethics, as these are covered by the respective city ordinances.
- In Article X, we are proposing a change to the language that requires approval by all three City Council of contracts and expenditures over $500,000 even if they have already been approved in the Annual Budget. This seems no longer necessary. If previously approved of in the Annual Budget, no additional approval of the City Councils is required.
In Article X, we are proposing a change to the language that requires approval by all three City Council of contracts and expenditures over $500,000 even if they have already been approved in the Annual Budget. This seems no longer necessary. If previously approved of in the Annual Budget, no additional approval of the City Councils is required.