BYLAWS OF THE ALAMO REGIONAL RURAL PLANNING ORGANIZATION ARTICLE I -PURPOSE 1.1 Within the Safe, Accountable, Flexible, Efficient Transportation Equity Act: Legacy for Users (SAFETEA-LU), at 23 USC 101(b)(3), the U. S. Congress declared: (D) among the foremost needs that the surface transportation system must meet to provide for a strong and vigorous national economy are safe, efficient, and reliable - (i) national and interregional personal mobility (including personal mobility in rural and urban areas) and reduced congestion; (ii) flow of interstate and international commerce and freight transportation; and (iii) travel movements essential for national security. 1.2 The SAFETEA-LU legislation specifically mandates creation of Metropolitan Planning Organizations (MPOs) to address these transportation objectives within the larger urban areas. Seeing the need for a parallel, rural counterpart to the MPOs, the State of Texas and many other states have begun movement toward establishing infrastructure to support Rural Planning Organizations (RPOs). 1.3 Therefore, the member jurisdictions hereby establish this organization for the purpose of fostering a coordinated, continuing, cooperative, comprehensive, and proactive transportation planning, decision-making, and prioritization process for improvement of rural transportation within the region defined in Article li. ARTICLE II -NAME AND JURISDICTION 2.1 The body formed to address regional rural transportation objectives shall be known as the Alamo Regional Rural Planning Organization, or ARRPO. 2.2 The ARRPO is avoluntary-membership organization serving the 11-county rural area of the Alamo Area Council of Governments (AACOG) Region. While supported by AACOG, the ARRPO shall stand separate from AACOG governance. 2.3 The area represented by the ARRPO shall be known as the ARRPO Region. This area shall include the following .counties exclusive of those areas within the boundaries of an existing or future MPO: Atascosa, Bandera, Comal, Frio, Gillespie, Guadalupe, Kames, Kendall, Kerr, Medina, and Wilson. ARTICLE III -FUNCTIONS, AND ACTIVITIES 3.1 The ARRPO shall provide for rural mobility through the functions of organization, planning, coordination, advocacy, inclusion, and education. These functions shall be designed to strengthen transportation capabilities and efficiencies within the ARRPO Region. 3.2 Activities in furtherance of these functions include but shall not be limited to the following: a. Organization. 1. Develop and maintain an organized forum for transportation planning and oversight of implementation within the ARRPO Region and with TxDOT. 2. Establish and oversee sufficient committees to evaluate transportation needs, develop recommendations for action, and seek implementation of those recommendations for the betterment of ARRPO regional transpor- tation objectives. 3. Create and amend, as necessary, a set of bylaws and other governing documents for efficient, effective operation of the ARRPO. b. Planning. 1. Direct rural-transportation planning and data initiatives having an ARRPO regional impact. 2. Ensure analyses and plans include infrastructure considerations for multi- modal mobility of both people and goods. 3. Develop and regularly update a summary of transportation issues, strengths, and limitations for the ARRPO Region. 4. Create and regularly update a prioritized list of ARRPO short- and long- range transportation projects for consideration in the Rural Transportation Plan (RTP) and the Transportation Improvement Plan (TIP). 5. Consider environmental impacts related to development of ARRPO regional policies, projects, and facilities. 6. Develop and implement a regional transportation strategy with supporting goals, objectives, and plans in furtherance of ARRPO regional priorities and projects. The ARRPO shall update the strategy no less than every three years. 7. Develop an annual Planning Work. Program to define tasks, responsibilities, and budgets for the ARRPO and its committees. 8. As necessary, assist TxDOT in developing plans for identified projects. 9. Research, identify, and pursue alternative funding sources for transportation-related projects. 2 c. Coordination. 1. Ensure ARRPO efforts are, to the greatest extent practicable, complementary to the efforts of the SA-BC MPO, other MPOs that may be created within the AACOG region, and TxDOT plans. 2. Ensure transportation plans and programs affecting multiple jurisdictions have complementary focus and action. 3. Actively coordinate with ARRPO jurisdictions and transportation planning organizations to keep each aware of individual and collective transportation needs, plans, and potential impacts. 4. Serve as a cohesive entity to communicate needs and recommendations among all levels of government within the ARRPO Region. 5. Collaborate with all other governmental transportation planning bodies within the ARRPO Region to create regional consensus and unity of purpose. 6. Serve as the formal link to TxDOT for planning, coordination, and execution of ARRPO regional transportation projects. 7. Assist TxDOT in developing and prioritizing projects for inclusion in a statewide and ARRPO regional TIP and RTP. 8. Act as a consultant body to the TxDOT District Office for planning, design, construction, and maintenance of projects affecting the ARRPO Region. 9. Participate in the planning of transportation corridors transiting the ARRPO Region. d. Advocacy. 1. Provide a unified forum for the ARRPO Region when addressing transportation matters with the Federal and State governments. 2. Study and recommend development of and changes to statutes, rules, or policies related to Federal and State transportation programs, especially as they pertain to ARRPO regional needs. 3. Provide advice and input toward shaping State transportation planning priorities, goals, and objectives. 4. Provide a forum for deciding when to use public or private partnerships to develop projects. 5. In coordination with the SA-BC MPO, advise and assist TxDOT in development of interdependent components of long-range RTP and TIP projects. e. Inclusion. 1. Serve as a formal forum for local elected officials and other public and private interested parties to meet and discuss transportation issues affecting the ARRPO Region. 3 2. Ensure early and continuous public involvement from conceptual planning, to decision-making, and on through implementation. 3. Provide an effective forum for public and private interests to express their concerns regarding transportation multi-modal infrastructure for both people and freight within the ARRPO Region. f. Education. 1. Serve as a clearinghouse for transportation-related information and. resources to, from, and between local governments, public and private organizations/entities, and the general public. 2. Make short- and long-range transportation plans available for public review. 3. Make the public aware of challenges and successes in achieving the goals, objectives, and plans embodied in the regional transportation strategy. ARTICLE IV -MEMBERSHIP 4.1 There shall be three categories of ARRPO membership: Board of Directors, ex- officio, and at-large. a. Board of Directors. 1. Counties and municipalities within the ARRPO Region choosing to become members shall be represented on the ARRPO Board of Directors in the following manner. a) Each member county shall have one director, who will be the County Judge or an elected member of the Commissioners Court as appointed by the Commissioners Court. b) Member municipalities shall be represented by three municipal, elected officials -one each from the three county groupings listed below, provided those municipalities are not currently within the boundary of an existing MPO. These directors shall be selected by the City Councils of the applicable county groupings in a manner of their choosing. 1) Group A: Atascosa, Frio, and Medina Counties. 2) Group B: Comal, Guadalupe, Karnes, and Wilson Counties. 3) Group C: Bandera, Gillespie, Kendall, and Kerr Counties. 2. The TxDOT District Engineer shall have one director seat. 3. The San Antonio-Bexar Metropolitan Planning Organization (SA-BC MPO) shall select one director from its body of officials in a manner of its choosing. 4. The county, municipal, and TxDOT directors shall be the only directors having voting rights, subject to any limitations imposed under the open- 4 government laws for potential conflicts of interest. All directors shall have the right to serve on any ARRPO committee. 5. Directors shall serve during their continuance in the office to which elected/appointed or for a term of one year, whichever is less. Directors may be selected for multiple terms. 6. Notwithstanding 4.1(a)(5), directors shall continue to serve until a successor is selected or until such time as the director may become ineligible for any reason other than end of the ARRPO term. At least 60 days prior to the end of each director's ARRPO term, the Chairperson shall notify the director in writing of the pending expiration of his/her term. 7. Each director from the counties and municipalities may name an elected- official alternate; county alternates shall be an elected member of the applicable Commissioners Court, and municipal alternates shall be an elected official from the applicable city council. The TxDOT and SA-BC MPO directors may also name an altemate who is an official of the respective entity. Alternate designations shall be submitted in writing to the ARRPO Chairperson for acceptance. Alternates may exercise full member powers at meetings during the primary's absence or as delegated in writing by the primary for a period of time. The alternate's authority to substitute for the primary shall cease upon expiration of the primary's term or upon written notification of rescission of alternate status by the primary to the Chairperson. 8. Should a director fail to attend or have an alternate attend one-third of alt meetings in a given 12-month period, the Chairperson shall contact said director to discuss consideration of a replacement. 9. A simple majority of a quorum in meeting may remove a director for excessive absence or failure to fulfill obligations to the ARRPO. b. Ex-officio membership. The AACOG Executive Director shall serve as an ex- officio member. This individual shall have no motion, second, or voting rights at meetings of the main body but may serve on any ARRPO committee and participate in committee business as the committee decides. c. At-large membership. 1. Any ARRPO-region governmental or non-governmental agency, business, organization, or individual with a stake in ARRPO regional transportation issues may serve as an at-large member. The ARRPO and AACOG shall actively solicit at-large membership from both passenger and freight concerns operating within the ARRPO Region. 2. At-large members shall have no motion, second, or voting rights at meetings of the main body but may serve on any ARRPO committee and participate in committee business as the committee decides. These members shall make known their interest in transportation and their connection to any governmental orfor-profit entity with an interest in transportation. 5 ARTICLE V-OFFICERS AND DUTIES 5.1 The directors shall elect from among them a Chairperson and Vice-chairperson at the January meeting of each calendar year. Election shall be by simple majority of a quorum of the directors at that meeting. 5.2 The Chairperson's duties shall be to: a. Ensure the purposes of the ARRPO are achieved. b. Ensure update of the regional transportation strategy within the time limits prescribed herein. c. Establish the agenda for all meetings of the ARRPO main body, taking into consideration requests for agenda items submitted by members or the AACOG Execu#ive Director. d. Chair all meetings of the ARRPO main body, whether regular or special. e. As deemed necessary, establish committees, define their purposes, and appoint their chairpersons. f. Dissolve committees when their purposes have been achieved or they become inactive. g. Monitor efforts of all committees. h. Receive letters of appointment or rescission for director alternates. i. Execute, sign, and enter into any and all agreements on behalf of the ARRPO, with Board approval. 5.3 The Vice-chairperson's duties shall be to: a. Fulfill the duties of the Chairperson when the Chairperson is unavailable or unable to perform her/his duties. b. Ensure development of an annual Planning Work Program for the succeeding calendar year. c. Assist the Chairperson in monitoring efforts of the committees. d. Ensure compilation and certification of meeting minutes. 5.4 Initial officers shah serve until the second January meeting following inception of the ARRPO. Subsequent officers shall serve aone-year term to commence at the meeting subsequent to election. An individual may serve as Chairperson or Vice- chairperson for a maximum of four consecutive years or the end of hislher elected/appointed term of office, whichever is less. 5.5 Should an officer be unable to fulfill her/his term, the remaining directors shall, at a regular or specially-called meeting, elect a replacement to serve the remainder of the unexpired term. 5.6 In the event both the Chairperson and Vice-chairperson are absent or otherwise unable to preside over any meeting or perform their respective duties, the directors present may, in a manner of their choosing, appoint a director to chair the meeting. 6 ARTICLE VI -COMMITTEES 6.1 All committees shall serve for a purpose specified by the ARRPO Chairperson. Committees shall be dissolved when their intended purposes have been achieved or eliminated. 6.2 Committees shall organize themselves, decide procedures for governance and continuity, and establish decision-making procedures as each sees fit to conduct effective and efficient business, provided: a. Those methods are consistent with open-meeting requirements and these bylaws. b. The composition of the committee must include representation from at least one-third of the member counties. 6.3 As committees are established, their purposes and primary activities shall be incorporated in or appended to these bylaws. ARTICLE VII -MEETINGS 7.1 Open meetings and records. a. The ARRPO and its committees shall: 1. Post notice of and conduct meetings in compliance with the Texas Government Code, Chapter 551 -Open Meetings. 2. Use generally accepted parliamentary procedures .for meetings provided they are consistent with open-meeting requirements and these bylaws. b. The designated AACOG support staff shall ensure proper publication and posting of meeting notices, distribution of meeting materials, and maintenance of records in accordance with open-meeting and record-retention requirements. 7.2 Regular meetings. a. The ARRPO shall meet as regularly as deemed necessary by the directors. One of these meetings shall be in January each year with one of its agenda items being election of officers. b. Regular meetings may be cancelled if the Chairperson determines there is insufficient business to warrant the meeting. c. Mail-outs for each regular meeting shall be prepared and distributed at least five business days prior to the scheduled meeting date. d. Regular-meeting agendas shall provide an opportunity for citizens to be heard. Time limitations shall be determined by policy of the Board of Directors. 7.3. Special meetings. a. Special meetings may be called by: 1. The ARRPO Chairperson, or 7 2. Petition of a simple majority of directors. b. Mail-outs for each special meeting shall be prepared and distributed at least three business days prior to the scheduled meeting date. c. Special-meeting agendas shall provide an opportunity for citizens to be heard. Time limitations shall be determined by policy of the Board of Directors. 7.4 Committee meetings. a. Committees shall meet as often as the committee members deem necessary to carry out their appointed duties. b. Mail-outs for regular committee meetings shall be prepared and distributed at least five business days prior to the scheduled meeting date. Those for special committee meetings shall be prepared and distributed at least three business days prior to the scheduled meeting date. c. Meeting agendas, both regular and specially-called, shall provide an opportunity for citizens to be heard. Time limitations shall be determined by policy of the Board of Directors. 7.5 Quorum and action. a. A quorum shall exist when there is a simple majority of directors or their designated alternates. b. Vacancies will not count against determination of a quorum. c. If a quorum is present, the affirmative vote of a simple majority of the directors present is the act of ARRPO. Article VIII -Support Staffing 8.1 AACOG shall provide the staff and administrative support necessary to execute all ARRPO activities. 8.2 AACOG shall be the repository for all records of the ARRPO. 8.3 The AACOG General Counsel shall address all open records requests. Article IX -Amendment of Bylaws 9.1 The ARRPO directors may amend these bylaws at any meeting provided both a notice of intent to consider amendments and the proposed text of the amendments are furnished to all categories of ARRPO members at least 30 days prior to such. a vote. 9.2 Voting shall occur only after all categories of membership have been afforded an opportunity to comment. s 9.3 Approved changes shall take effect upon the affirmative vote of three-fourths of the directors present. Upon the first and subsequent amendments, the amendment date shall be noted in the bylaws history below. 9.4 Approved amendments will be forwarded to the AACOG Board of Directors for their information. Article X -Bylaws History 10.1 These bylaws have been initially adopted to be effective April 29, 2009. 9