ORDER NO. 717E
RF'F'ROVAL OF CREATING THE NEW F'UPLIC
FACILITIES CORF'ORRTION TD HOLD TITLE TO THE
JUVENILE DETENTION FRCILITY RND
APPROVING THE FORN OF THE PYLAWS RND ARTICLES
OF INCORPORATION
On this the 13th day of Ai_igiast '001, ~_ipon motion made by
Commissioner^ Paldwin, seconded by Commissioner Gr^iffin, the
Co~_~r^t unanimously approved by a vote of 4-@-@, of creating the
new public far_ilities corpor^ation to hold title to the Juvenile
Detention Far_ility and approving the form of the bylaws and
ar^ticies of incor^por^ation of s~_~~h public facility.
COMMISSIONERS' COURT AGENDA REQUEST
PLEASE FURNISH ONE ORIGINAL AND NINE COPIES OF THIS REQUEST AND DOCUMENTS TO BE
REVIEWED BY THE COURT.
MADE BY: Fred He
MEETING DATE: Au t 13 2001
SUBJECT: (PLEASE BE SPECIFIC)
OFFICE: County Judge
TIME PREFERRED:
Consider and discuss approval of Order creating the new public facilities corporation to hold
title to the Juvenile Detention Facility and approving the form of the By-laws and Articles of
Incorporation of such public facility.
EXECUTIVE SESSION REQUESTED: (PLEASE STATE REASON)
NAME OF PERSON ADDRESSING THE COURT:
ESTIMATED LENGTH OF PRESENTATION:
County Judge
IF PERSONNEL MATTER -NAME OF EMPLOYEE:
Time for submitting this request for Court to assure that the matter is posted in accordance with Title 5, Chapter
551 and 552, Government Code, is as follows:
Meeting scheduled for Mondays:
THIS REQUEST RECEIVED BY:
THIS REQUEST RECEIVED ON:
5:00 P.M. previous Tuesday.

All Agenda Requests will be screened by the County Judge's Office to determine if adequate information has been
prepared for the Court's formal consideration and action at time of Court Meetings. Your cooperation will be
appreciated and contribute towazds you request being addressed at the eazGest opportunity. See Agenda Request Rules
Adopted by Commissioners' Court.
CERTIFICATE FOR ORDER
I, the undersigned County Clerk of Kerr County, Texas (the "County"), hereby certify as
follows:
1. The Commissioners Court of the County convened in regular meeting on the 13`s day of
August, 2001 at the designated meeting place, and the roll was called of the duly constituted officers
and members ofsaid Commissioners Court, to wit:
Fred Henneke County Judge
H.A. "Buster" Baldwin Commissioner, Precinct 1
William H. Williams Commissioner, Precinct Z
Jonathan Letz Commissioner, Precinct 3
Larry Griffin Commissioner, Precinct 4
and all of said persons were present, except the following absentees:
thus constituting a quorum. Whereupon, among
other business, the following was transacted at said Meeting: a written Order No. 7/~~, entitled:
ORDER AUTHORIZING AND APPROVING TAE CREATION OF THE
"HILL COUNTRYJUVENILEFACILITYCORPORATION" AS A NONPROFIT
PUBLIC FACILITY CORPORATION TO ACT ON BEHALF OF KERR
COUNTY AND ASSIST KERR COUNTY IN FINANCING, REFINANCING
AND PRO VIDING JUVENILE DETENTION FACILITIES; AND APPRO VING
ARTICLES OF INCORPORATION AND BYLAWS THEREOF
was duly introduced for the consideration ofsaid Commissioners Court. It was then duly moved and
seconded that said Order be passed; and, after due discussion, said motion, carrying with it the
passage of said Order, prevailed and carried by the following vote:
AYES: ~f NOES: d ABSTENTIONS:
2. A true, full and correct copy ofthe aforesaid Order passed at the Meeting described in the
above and foregoing paragraph is attached to and follows this Certificate; said Order has been duly
recorded in said Commissioners Court's minutes of said Meeting; the above and foregoing paragraph
is a true, full and correct excerpt from said Commissioners Court's minutes ofsaid Meeting pertaining
to the passage of said Order; the persons named in the above and foregoing paragraph are the duly
chosen, qualified and acting officers and members ofsaid Commissioners Court as indicated therein;
each of the officers and members of said Commissioners Court was duly and sufficiently notified
officially and personally, in advance, ofthe time, place and purpose ofthe aforesaid Meeting, and that
said Order would be introduced and considered for passage at said Meeting, and each ofsaid officers
and members consented, in advance, to the holding of said Meeting for such purpose; and said
Meeting was open to the public and public notice ofthe time, place and purpose of said Meeting was
given, all as required by Texas Government Code, Chapter 551.
SIGNED AND SEALED the 13"' day of August, 2001.
~5e'~ E~s p
~~ p C my Clerk, Kerr County, exas
(SEAL) ~ O~ `+~9~
~} _ ~
~~~ F P
ORDER NO. ~'~
AN ORDER
AUTHORIZING AND APPROVING THE CREATION OF THE "HILL
COUNTRY JUVENILE FACILITY CORPORATION" AS A NONPROFIT
PUBLIC FACILITY CORPORATION TO ACT ON BEHALF OF KERB
COUNTY AND ASSIST KERR COUNTY IN FINANCING, REFINANCING
AND PROVIDING JUVENILE DETENTION FACILITIES; AND
APPRO VING ARTICLES OF INCORPORATION AND BYLAW S THEREOF
*r*r*.*«+**r
WHEREAS, Kerr County, Texas (the "County") is a duly created political subdivision ofthe
State of Texas operating pursuant to the laws of the State of Texas; and
WHEREAS, Chapter 303, Texas Local Government Code, as amended (the "Act"),
authorizes the County to create a nonprofit public corporation to assist the County in financing,
refinancing or providing public facilities in accordance with the provisions of the Act; and
WHEREAS, it is hereby officially found and determined that it is in the public interest and to
the benefit of the County and its residents and the citizens of the State of Texas that a nonprofit
public facility corporation be created pursuant to the provisions of the Act to finance, refinance, or
provide the costs of public facilities of the County; and
WHEREAS, it is hereby further officially found and determined that the meeting at which this
Order was passed was open to the public, and public notice of the time, place and purpose of said
meeting was given, all as required by Chapter 551, Texas Government Code; NOWTHEREFORE:
BE IT ORDERED BY THE COMMISSIONERS CO URT OF KERR COUNTY, TEXAS:
SECTION I. AUTHORIZATION AND APPROVAL FOR CREATION OF PUBLIC
FACILITY CORPORATION. The Commissioners Court hereby authorizes and approves the
creation of a nonprofit public facility corporation to act on behalf of the County, with all powers
granted to such corporations in the Act, to be known as the "HILL COUwTnrJwE.-vILEF~1Cl~i~
CORPORdTION" (the "Corporation").
SECTION 2. APPROVALOFARTTCLESOFINCORPORATIONANDBYLAWS. The
Commissioners Court hereby approves the Articles of Incorporation and the Bylaws proposed to be
used in organizing and operating the Corporation (copies of which are attached to this Order and
made a part hereof for all purposes) and hereby grants authority for the incorporation of the
Corporation pursuant to Sections 303.023, 303.024 and 303.025 of the Act. The initial directors
named in said Articles of Incorporation shall be deemed to have been appointed, and are hereby
appointed, as the initial directors ofthe board of directors of the Corporation for the respective terms
described therein.
SecTtorr 3. AUTHORITY TO ACT ON BEHALF OF COUNTY: APPOINTMENT
OF OFFICERS. The County specifically authorizes the Corporation to act on its behalf to further
accomplish the governmental purposes stated in this Order and in the Articles of Incorporation
attached hereto. The County further authorizes the Board ofDirectors ofthe Corporation to appoint
any officers it deems necessary to conduct its business and operations in accordance with the
provisions of the Bylaws attached hereto and approved hereby.
SECTroN4. INCORPORATION OFRECiTALS. The Commissioners Court hereby finds
that the statements set forth in the recitals of this Order are true and correct, and the Commissioners
Court hereby incorporates such recitals as a part of this Order.
SECTION 5. SEVERABILITY. If any provision of this Order or the application thereof to
any circumstance shall be held to be invalid, the remainder of this Order and the application thereof
to other circumstances shall nevertheless be valid, and the Commissioners Court hereby declares that
this Order would have been enacted without such invalid provision.
SECTION 6. EFFECTIVE DATE. This Order shall become effective immediately upon the
passage hereof.
(The remainder of this page intentionally left blank)
PASSEDANDAPPROVED BYTHE COMMLS.SIONE2S COURT OFKERR COUNTY,
TEXAS AT A REGULAR MEETING HELD ON THE 13r" DAY OFAUGUST, 2001.
my Clerk
err County, Texas
(SEAL)
~pN;/ -.-vG~~
~i ~ x~
C~UNTY•~
ounty Judge
Kerr County, Texas
[SIGNATURE PAGE TO ORDER APPROVING CREATION OF
HILL COUNTRY JUVENILE FACILITY CORPORATION]
ARTICLES OF INCORPORATION
OF
HILL COUNTRY JUVENILE FACILITY CORPORATION
We, the undersigned natural persons, each ofwhom is at least 18 years of age, a citizen ofthe
State of Texas and a resident of Kerr County, Texas (the "County"), acting as incorporators of a
nonprofit public facility corporation under Chapter 303, Texas Local Government Code, as amended
(the "Act"), do hereby adopt the following Articles of Incorporation for such corporation:
ARTICLE ONE
NAME OF CORPORATION
The name of the Corporation is the "HILL COUNTRYJUVENILEFACILtTYCORPOILtTION" (the
"Corporation").
ARTICLE TWO
TYPE OF CORPORATION
The Corporation is a nonprofit public corporation governed by the Act.
ARTICLE THREE
PERIOD OF DURATION
The period of duration of the Corporation is perpetual.
ARTICLE FOUR
PURPOSE
The Corporation is organized to assist the County in financing, refinancing, or providing
juvenile detention facilities for the County.
The Corporation is a public corporation, constituted authority and a public instrumentality
within the meaning of the regulations of the United States Treasury Department and the rulings of
the Internal Revenue Service prescribed and promulgated pursuant to Section 103 of the Internal
Revenue Code of 1986 (26 U.S.C. §103), as amended, and the Corporation is authorized, and has
as an additional specific purpose for its organization and operation, to act on behalf of the County
as provided in these Articles of Incorporation. However, no agreements, bonds, debts or obligations
of the Corporation are or shall ever be deemed to be the agreements, bonds, debts or obligations, or
the lending of credit, or a grant of public money or thing of value, of or by the County, or any other
political corporation, subdivision or agency of the State of Texas, or a pledge of the faith and credit
of any of them.
No part of the Corporation's activities shall be carrying on propaganda, or otherwise
attempting to influence legislation, and it shall not participate in, or intervene in (including the
publishing or distribution of statements), any political campaign on behalf of or in opposition to any
candidate for public office.
ARTICLE FIVE
MEMBERSHIP
The Corporation has no members and is a nonstock corporation.
ARTICLE SIX
INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the Corporation is the Office of the Kerr
County Clerk, 700 Main Street, Suite 122 ,Kerrville, Texas, 78028, and the name of its initial
registered agent at such address is Jannett Pieper.
ARTICLE SEVEN
BOARD OF DIRECTORS
The affairs of the Corporation shall be managed by a three (3) member board of directors
which, except as provided in Article Eight ofthese Articles ofIncorporation in connection with filling
vacancies under certain circumstances, shall be composed in its entirety of the persons holding the
offices of (i) County Judge of Kerr County, Texas, (ii) District Judge of the 198`" District Court of
Kett County, Texas, and (iii) District Judge of the 216' District Court of Kerr County, Texas, and
whose terms of office shall be fixed by, and run coterminous with, their respective terms of office.
A director shall hold office for the term to which the director is qualified as the holder of one of the
elective offices named in the preceding sentence and until a successor is qualified. A director serves
without compensation but shall be entitled to reimbursement for actual expenses incurred in the
performance of duties under the Act. The Corporation and the directors shall be subject to both the
Texas Open Meetings Act and the Texas Open Records Act (Chapters 551 and 552, Texas
Government Code, as amended).
ARTICLE EIGHT
INITIAL BOARD OF DIRECTORS
The number of directors constituting the initial board of directors shall be three (3). The
names and street addresses ofthe persons who are to serve as the initial directors (which is composed
ofthe current members ofthe Commissioners Court ofthe County) and the date ofexpiration oftheir
initial terms as directors (which terms shall commence on the date these Articles of Incorporationare
filed with the Secretary of State's office and end on the last day oftheir respective terms of office as
the elected official of the office named in Article seven of these Articles of Incorporation are as
follows:
NAME/POSiTION
ADDRESS
EXPIRATION DATE
OF INITIAL TERM
Fred Henneke
Stephen B. Ables
Emil Karl Prohl
700 Main Street
Kerrville, Texas 78028
700 Main Street
Kerrville, Texas 78028
700 Main Street
Kerrville, Texas 78028
December 31. 2002
December 31, 200
December 31, 2002
Each of the initial directors resides in the County. Each director, including the initial
directors, shall be eligible to serve for additional terms if qualified to serve for, and actually serving,
additional terms as the elected official of an office named in Article Seven of these Articles of
Incorporation. In the event any director resigns or no longer serves on the board of directors of the
Corporation for any reason prior to the expiration of such director's term, the Commissioners Court
shall provide for the selection of a new director to complete the unexpired term. Such new director
shall be the person selected in the manner provided by law to serve the unexpired term ofthe elective
office previously held by the former director unless (i) the former director continues to hold such
elective office, (ii) the person selected to serve the unexpired term of the elective office previously
held by the former director declines to serve as a director of the Corporation, or (iii) no person has
been selected to serve the unexpired term of the elective office previously held by the former director
within 90 days after such former director ceased to serve as a director of the Corporation, in which
case the Commissioners Court shall select a person residing within the County to serve such former
director's unexpired term. The directors shall serve as such without compensation except that they
shall be reimbursed for their actual expenses incurred in the performance oftheir duties as directors.
ARTICLE NINE
INCORPORATORS
The name and street address of each incorporator are:
NAMES
ADDRESSES
Fred Henneke 700 Main Street
Kerrville, Texas 78028
William H. Williams 700 Main Street
Kerrville, Texas 78028
Each of the incorporators resides in Kerr County, Texas.
ARTICLE TEN
LOCAL GOVERNMENT AUTHORIZING CREATION OF CORPORATION
The local government which has caused the Corporation to be created to act in accordance
with the Act is Kerr County, Texas. The County's address is Kerr County Courthouse, 700 Main
Street, Kerrville, Texas, 78028.
ARTICLE ELEVEN
AUTHORIZATION AND APPROVAL BY COUNTY
Pursuant to an order approved by the Commissioners Court on August 13, 2001, the County
has approved these Articles of Incorporation and has authorized the creation of the Corporation to
act on its behalf to further the public purposes set forth in the Resolution and these Articles of
Incorporation.
ARTICLE TWELVE
POWERS OF THE CORPORATION
The Corporation shall have all powers granted it by the Act, as it may be amended from time
to time.
ARTICLE THIRTEEN
AMENDMENT OF ARTICLES
These Articles of Incorporation at any time and from time to time may be amended in
accordance with the provisions of the Act, particularly Section 303.027 thereof, subject to any
limitation on the impairment ofcontracts entered into by the Corporation, by adopting an amendment
to these Articles of Incorporation and delivering articles of amendment to the Secretary of State.
ARTICLE FOURTEEN
DIVIDENDS AND EARNINGS
No dividends shall ever be paid by the Corporation and no part ofits net earnings (beyond that
necessary for retirement ofthe indebtedness ofthe Corporation or to implement the public purposes
of the County for which the Corporation has been created) shall be distributed to or inure to the
benefit of its directors or officers or any person, firm, corporation or association except in reasonable
amounts for services rendered or for reimbursement of actual expenses incurred in connection with
the business affairs ofthe Corporation, except that in the event the board of directors shall determine
that sufficient provision has been made for the full payment of the expenses, bonds and other
obligations of the Corporation, then any net earnings ofthe Corporation thereafter accruing shall be
paid to the County.
ARTICLE FIFTEEN
DISSOLUTION
As provided in Section 303.105 ofthe Act, ifthe Corporation ever should be dissolved when
it has, or is entitled to, any interest in any funds or property of any kind, real, personal or mixed, such
funds or property or rights thereto shall not be transferred to private ownership, but shall
automatically vest in, and be transferred and delivered to, the County after satisfaction or provision
for satisfaction of debts and claims.
(The remainder of this page intentionally left blank.)
EXECUTED THIS "' DAY OF AUGUST, 2001.
INCORPORATORS
Henneke, as an Incorporator
William H. Williams, as an Incorporator
ACKNOWLEDGEMENT
THE STATE OF TEXAS
COUNTY OF KERB
I, the undersigned, a Notary Public in and for the State of Texas, do hereby certify that on this
day of August 2001, personally appeared Fred Henneke and William H. Williams, each being
by me first duly sworn, severally declared that they are the persons who signed the foregoing Articles
of Incorporation as incorporators and in their respective capacities, as shown above and that the
statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year
above written.
Notary Public in and for
the State of Texas
My Commission Expires
(NOTARY SEAL)
BYLAWS
OF
HILL COUNTRY JUVENILE FACILITY CORPORATION
ARTICLE I
OFFICES
The principal office of the HI/.L COUNTRY JUVENILE FACILITY CORPORATION (the
"Corporation") shall be at the office ofthe County Clerk, Kerr County, Texas (the "County"), which
is located at the Kerr County Courthouse, 700 Main Street, Suite 122, Kerrville, Texas 78028.
ARTICLE II
DIRECTORS
SECTION 2.01. BOARD of DIRECTORS. The affairs of the Corporation shall be managed by
a three (3) member board of directors (the "Board")which, except as provided in Article Eight of the
Articles of Incorporation in connection with filling vacancies under certain circumstances, shall be
composed in its entirety of the persons holding the offices of (i) County Judge ofKerr County, Texas,
(ii) District Judge of the 198`h District Court of Kerr County, Texas, and (iii) District Judge of the
216's District Court of Kerr County, Texas, and whose terms of office shall be fixed by, and run
coterminous with, their respective terms of office.
SECTION 2.02. FILLING VACANCIES. Vacancies on the Board shall be filled for the unexpired
term in the manner provided by Article Eight of the Corporation's Articles of Incorporation.
SECTION 2.03. POWERS OF CORPORATION TO BE EXERCISED BY BOARD. The property and
business of the Corporation shall be managed by the Board which may exercise all powers of the
Corporation and do all lawful acts.
SECTION 2.04. PLACE OF BOARD MEETINGS. Meetings of the Board may be held at such
place or places in the State of Texas as the Board from time to time may determine; provided,
however, in the absence of any such determination by the Board of Directors, the meetings shall be
held at the Kerr County Courthouse.
SECTION 2.05., REGULAR BOARD MEETINGS. Regular meetings of the Board may be held
on such dates and at such time and places as shall from time to time be determined by the Board;
provided, however, in the absence ofany such determination by the Board, the meetings shall be held
at the Kerr County Courthouse. Public notice of such regular meetings shall be provided as required
by Section 3.01 herein below, a copy of which notice shall be given to the County Clerk of the
County.
SECTION 2.06. SPECIAr. BoARDMEETINGS. Special meetings of the Board maybe called by
the President on three days' notice to each director, and upon public notice as provided in Section
3.01 herein below, and shall be called by the President or Secretary/Treasurer also on three days'
notice to each director, and upon public notice as provided in Section 3.01 herein below, on the
written request of two directors. Emergency meetings shall be called by the President on two hours
notice, but only upon compliance with the public notice requirements as provided in Section 3.01
herein below.
SECTION 2.07. UoRUM. At all meetings of the Board the presence of a majority of the
directors shall be necessary and sufficient to constitute a quorum for the transaction of business and
the act of a majority of the directors present at any meeting at which there is a quorum shall be the
act of the Board, except as may be otherwise specifically provided by these Bylaws.
SECTION 2.08. No COMPENSATION PAID TO DIRECTORS. Directors, as Such, shall receive
no compensation for services rendered as directors, but shall be reimbursed for all reasonable
expenses incurred in performing their duties as directors.
SECTION 2.09. COMMITTEES. The Board may by resolution or resolutions adopted by the
Board, establish one or more committees, each committee to consist of two or more ofthe directors
ofthe Corporation. Such committee or committees shall have such name or names, and such powers,
as maybe determined from time to time by resolution adopted by the Board.
SECTION 2.10. COMMITTEE MINUTES. The committees shall keep regular minutes of their
proceedings and report the same to the Board when required.
ARTICLE III
NOTICES
SECTION 3.01. OPEN MEETINGS ACT. The Board, all actions of the Board, all meetings of
the Board, whether regular, special, or emergency, and all meetings of committees ofthe Board shall
be subject to the public notice requirements of the Texas Open Meetings Act, Chapter 551, Texas
Government Code.
SECTION 3.02. NOTICE To DIRECTORS. Whenever under the provisions of any statute or
these Bylaws, notice is required to be given to any director, it shall not be construed to mean personal
notice, but such notice maybe given in writing, by mail, addressed to such director at such address
as appears on the books of the Corporation, and such notice shall be deemed to be given at the time
when the same shall be thus mailed.
SECTION 3.03. WAIVER or NOTICE BY DIRECTORS. Whenever any notice iS required to be
given to a director under the provisions of any statute or ofthese Bylaws, a waiver thereof in writing
signed by the person or persons entitled to said notice, whether before or after the time stated therein,
shall be deemed equivalent thereto.
ARTICLE IV
OFFICERS
SECTION 4.01. SELECTION OF VARIOUS OFFICERS. The officers of the Corporation shall be
chosen by the Board. The Board shall choose from its members a President, a Vice President and a
Secretary/Treasurer.
SECTION 4.02. APPOIN"I"MEt~IT OF OTI-IER OFFICERS AND AGENTS. The Board may appoint
such other officers and agents as it shall deem necessary, who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined from time to time by
the Board.
SECTION4.03. REMOVAEOF OFFICERS. Any officer elected or appointed by the Board may
be removed at any time by the affirmative vote ofa majority ofthe whole Board. If the office of any
officer becomes vacant for any reason, the vacancy shall be filled by the Board.
THE PRESIDENT
SECTION 4.05. The President shall preside at all meetings of the directors.
SECTION 4.06. The President shall be ex-officio a member of all standing committees, shall
have general supervision of the management of the business of the Corporation, and shall see that all
resolutions of the Board are carried into effect.
SECTION 4.07. The President shall execute bonds, mortgages and other contracts, except
where required or permitted by law to be otherwise signed and executed and except where the signing
and execution thereof shall be expressly delegated by the Board to some other officer or agent ofthe
Corporation.
THE VICE PRESIDENT
SECTION 4.08. The Vice President shall, in the absence or disability ofthe President, perform
the duties and exercise the powers ofthe President, and shall perform such other duties as the Board
shall prescribe.
THE SECRETARY/TREASURER
SECTION 4.09. The Secretary/Treasurer shall attend all sessions of the Board and record all
votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. The Secretary/Treasurer shall give, or cause to
be given, notice of all meetings of the Board and shall perform such other duties as may be
prescribed by the Board or the President. The Secretary/Treasurer shall keep in safe custody the seal
of the Corporation and, when authorized by the Board, affix the same to any instrument requiring it,
and, when so affixed, it shall be attested by the Secretary/Treasurer's signature. When the corporate
seal is required as to instruments executed in the course ofordinary business, the Secretary/Treasurer
shall attest to the signature of the President or Vice President and shall affix the seal thereto.
To the extent not otherwise provided by the Board, by rules or regulations, in resolutions
relating to the issuance of bonds, or in any financing documents relating to such issuance, the
Secretary/Treasurer shall have the custody of the corporate funds and securities and shall keep full
and accurate accounts ofreceipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of the Corporation in a
depository as shall be designated by the Board. The Secretary/Treasurer shall disburse the funds of
the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements and
shall render to the President and directors, at the regular meetings of the Board, or whenever they
may require it, an account of all transactions performed as Secretary/Treasurer and of the financial
condition of the Corporation.
The Board may appoint one or more persons to serve as an Assistant Secretary/Treasurer,
which person may, but need not be, a director. The Assistant Secretary/Treasurer may perform any
duty granted to the Secretary/Treasurer in these Bylaws and/or in any resolution approved by the
Board.
SECTION 4.10. SURETY Bortvs. The Board may require the President, Vice President, the
Secretary/Treasurer, and any Assistant Secretary/Treasurer to give the Corporation bonds in such
sums and with such surety or sureties as shall be satisfactory to the Board for the faithful performance
of the duties oftheir office and for the restoration to the Corporation, in case of such person's death,
resignation, retirement or removal from office, of all books, papers, vouchers, money and other
property of whatever kind in such person's possession or under such person's control belonging to
the Corporation.
SECTION 4.11. FACSIMILE StGNnTttRES. The provisions of the Texas Uniform Facsimile
Signature of Public Officials Act shall be applicable to the Corporation, which is a duly constituted
instrumentality of the County, a political subdivision of the State of Texas.
ARTICLE V
FISCAL PROVISIONS
SECTION 5.01. RESTRICTIONS oN PAYMENT of Forms. No dividends shall ever be paid by
the Corporation and no part of its net earnings remaining after payment of its expenses shall be
distributed to or inure to the benefit of its directors or officers or any individual, firm, corporation,
or association, except that in the event the board of directors shall determine that sufficient provision
has been made for the full payment of the expenses, bonds, and other obligations of the Corporation,
then any net earnings of the Corporation thereafter accruing shall be paid to the County. No part of
the Corporation's activities shall be carrying on propaganda, or otherwise attempting to influence
legislation, and it shall not participate in, or intervene in (including the publishing or distributing of
statements), any political campaign on behalf of or in opposition to any candidate for public office.
SecTION 5.02. Ex1:cuTtoN or FINANCIAL INSTR[IN(ENTS. All checks, demands for money,
withdrawals of money, notes, time and demand deposits and certificates of deposit shall be signed by
the Secretary/Treasurer or his designee or such other person or persons as the Board of Directors
from time to time may designate by resolution or other action of the Board of Directors or as may
be designated in any financing documents relating to the issuance ofbonds or other obligations ofthe
Corporation, provided that in the case ofchecks at least one ofthe authorized signatories shall be an
officer of the Corporation.
SECTION 5.03. FISCAt, YEAR. The fiscal year of the Corporation shall be the same as the
fiscal year of the County.
SECTION 5.04. BOOKS AND RECORDS. The Corporation shall keep correct and complete
books and records of account and shall also keep minutes of the proceedings of the Board and
committees having any ofthe authority ofthe Board. All books and records ofthe Corporation shall
be kept at the principal office of the Corporation where they shall be available to the public in
accordance with the applicable provisions ofthe Open Records Act (Chapter 552, Tex. Government
Code, as amended).
SECTION 5.05. STAFF FUNCTIONS. Staff functions for the Corporation may be performed
by the County as directed by the Commissioners Court of the County. The Corporation shall pay,
to the extent funds ofthe Corporation are legally available, the amount of costs for such services from
fees collected by it, as from time to time shall be billed to the Corporation by the County.
ARTICLE VI
SEAL
The corporate seal shall be circular and shall have inscribed in the outer circle "Hill Country
Juvenile Facility Corporation". Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
ARTICLE VII
AMENDMENT AND INTERPRETATION OF BYLAWS
SECTION 7.01. AMENDMENT OF BYt.AWS. These Bylaws may be amended at any time and
from time to time by majority vote of the Board with approval of the County by order of the
Commissioners Court of the County.
SECTION 7.02. INTERPRETATIONOFBYLAWS. These Bylaws and all the terms and provisions
hereof shall be liberally construed to effectuate the purposes set forth herein. If any word, phrase,
clause, sentence, paragraph, section or other part ofthese Bylaws, or the application thereof to any
person or circumstance, shall ever be held to be invalid or unconstitutional by any court ofcompetent
jurisdiction, the remainder ofthese Bylaws and the application ofsuch word, phrase, clause, sentence,
paragraph, section or other part ofthese Bylaws to any other person or circumstance shall not be
affected thereby.
(The remainder of this page intentionally left blank)
ADOPTED AND APPROVED this the day of , 2001.
President, Board of Directors
Hill Country Juvenile Facility Corporation
ATTEST:
Secretary/Treasurer, Board of Directors
Hill Country Juvenile Facility Corporation
Page 1 of 2
Kerr County Judge/Commissioners
From: Fred Henneke <kerrcjdg@ktc.com>
To: they sovil <kerrcocc@ktc.com>
Sent: Thursday, August 09, 2001 2:36 PM
Attach: Articles of Inc-2.pdf; Bylaws-2.pdf; Order-2.pdf; ARTICLES OF INC-2CMP1V2.pdf; ORDER-
2CMP1 V2.pdf
Subject: Fw: Hill Country Juvenile Facility Corporation
Please substitute the Articles, Bylaws and Order attached to Spurgeon's
email for those previously provided for Agenda item 8. FRED
----- Original Message -----
From: Tom Spurgeon <tpurgeon crmphlegal.com>
To: <kerrcjdg a ktacom>
Cc: <RHenderson(~dainrauscher.corn>
Sent: Thursday, August 09, 2001 1:41 PM
Subject: Hill Country Juvenile Facility Corporation
> Judge Henneke;
> Attached aze a total of five files in PDF format relating to the
> incorporation of the Hill Country Juvenile Facility Corporation. Three of
> the files contain a "clean" revised draft of the Articles, Bylaws and
Order
> of the Commissioners Court to create the Corporation. The other two files
> contain "blacklined" copies of the Articles and the Commissioners Court
> Order in which all changes from the draft you received on Tuesday have
been
> mazked. I inadvertently did not save the Bylaws as a new file, which
would
> have allowed me to blackline the revised Bylaws, so, unfortunately, I
cannot
> provide you with a blackline of the Bylaws. For the most pazt, the
changes
> I made in the Bylaws related to (i) changing the namc of the Corporation,
> (ii) revising Sections 2.01 and 2.02 to mirror the changes made in the
> Articles with respect to the make-up of the Boazd, and (iu) revising
> Section 4.09 of the Bylaws to combine the duties of the Secretary and
> Treasurer into the office of "Secretary/Treasurer".
> Finally, the addresses for the incorporaters and directors in the Articles
> have been left blank in this draft. If you would like to have that
> information inserted before you distribute this draft to the
Commissioners,
> we will be pleased to do so if you can provide us with the information.
> I apologize for the long email message. Tf you have any questions, please
> do not hesitate to call.
8/9/01
Page 2 of 2
> Cordially yours,
> Thomas K. Spurgeon
> McCall, Parkhurst & Horton L.L.P.
> 700 N. St. Mary's, Suite 1225
> 1225 One Riverwalk Place
> San Antonio, Texas 78205
> Telephone: (210) 225-2800
> Telecopy: (210) 225-2984
8/9/01