HomeMy WebLinkAboutOrder 2013-0319 Code of EthicsTROPHY CLUB MUNICIPAL UTILITY DISTRICT No.1
ORDER NO. 2013-0319
AN ORDER OF TROPHY CLUB MUNICIPAL UTILITY
DISTRICT No. 1, REPEALING ORDER 2010-1214, AND
ADOPTING AN AMENDED CODE OF ETHICS ORDER
2013-0319.
WHEREAS, Trophy Club Municipal Utility District No. 1 (the "District") is a
Water District operating pursuant to Chapter 54 of the Texas Water Code; and
WHEREAS, on December 14, 2010, the District adopted Order 2010-1214 per
the Texas Water Code Ann. §49 .199 which requires the Board of Directors of the District
to adopt certain policies and procedures in writing, including; a code of ethics that
contains an expense policy, policies and procedures for the selection and review of
consultants, policies concerning the use of management information, and the formation of
an audit committee and Rules ofProcedure; and
WHEREAS, the Board of Directors of the District now finds it prudent and wise
to amend the District's Code of Ethics and adopt Amended Order 2013-0319.
NOW, THEREFORE, BE IT ORDERED BY THE BOARD OF
DIRECTORS OF TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1
THAT THE ATTACHED CODE OF ETHICS IS HEREBY ADOPTED:
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Nick Sanders, Board President
Kevin R. Carr, Board Secretary
TABLE OF CONTENTS
ARTICLE I-Code of Ethics ................................................................................................. 3
ARTICLE II-Fees and Expense Policy ............................................................................... 5
ARTICLE III-Professional Consultants ............................................................................ 7
ARTICLE IV-Audit Contmittee ......................................................................................... 7
ARTICLE V-Code of Conduct ............................................................................................ 8
ARTICLE VI-Rules ofProcedure ..................................................................... l3
EXHIBIT A-Statement of Commitment ........................................................... 18
CERTIFICATE OF ORDER ................................................................................................ 19
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ARTICLE I
CODE OF ETHICS
SECTION 1. Purpose. The purpose of this Code of Ethics is to set forth the standards of
conduct and behavior for the members of the Board of Directors of Trophy Club Municipal Utility
District No. 1 (the "District"), and its officers, and employees of the District (collectively with the
Directors, the "District Officials").
SECTION 2. Policy. It is the policy of the District that District Officials shall conduct
themselves in a manner consistent with sound business and ethical practices; that the public interest shall
always be considered in conducting District business; that the appearance of impropriety shall be avoided
to ensure and maintain public confidence in the District; and that the Board shall control and manage the
affairs of the District fairly, impartially, and without discrimination.
Section 2.01 Qualification of Directors.
A. A person shall not serve as a Director if he is disqualified by law from doing so. As of
the date of adoption of this Code of Ethics, Section 49.052, Texas Water Code,
disqualifies cm1ain person from serving as directors of the District.
B. Within sixty (60) days after the Board determines that any Director is disqualified from
serving on the Board, it shall replace such Director with a person who is not disqualified.
C. Any Director who is disqualified fi·om serving on the Board under Section 2.0I(A) who
willfully occupies an office and exercises the duties and powers of that office may be
subject to penalties under Section 49.052(g), Texas Water Code, including possible
conviction of a misdemeanor and imposition of a fine.
D. A Director is not qualified to serve on the Board if the Director simultaneously serves in
another civil office, either elective or appointive, entitling the Director to compensation.
Article XVI, Section 40, of the Texas Constitution, Appendix "B."
Section 2.02 Removal of Directors
The Board by unanimous vote of the remaining Directors may remove a Director from the Board
if that Director has missed one-half (1/2) or more of the regular meetings of the Board scheduled during
the prior twelve (12) months. See Section 49.052, Texas Water Code.
SECTION 3. Conflicts of Interest.
A. The District adopts Chapter 171, Government Code, as its Conflict of Interest Policy, the
principal provisions of which are as follows: Except where a majority of the Board of Directors is
required to abstain from pat1icipation in a vote because of conflict of interest, a Director will abstain from
pm1icipating in a decision of the Board of Directors which either (1) confers an economic benefit on a
business in which the Director or a close relative has a substantial interest, or (2) affects the value of
property in which the Director or a close relative has a substantial interest differently from how it affects
other real property in the District. For these purposes, a person is considered to have a "substantial
interest" in a business if (1) he owns ten percent (10%) or more of the voting stock or shares of the
business entity or owns either ten percent (10%) or more or $5,000 or more ofthe fair market value ofthe
business entity; or (2) funds received from the business exceed ten percent (1 0%) of his gross income for
the previous year. A Person has a substantial interest in real property if the interest is an equitable or legal
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interest with a market value of $2,500 or more. A "close relative" of a Director for these purposes is a
person related to the Director within the first degree of affinity or consanguinity.
B. A Director who has a substantial interest in any matter involving the business entity or
real property shall disclose that fact to the other Directors by Affidavit. The Affidavit must be filed with
the Secretary of the Board at a posted meeting open to the public. An interested Director shall abstain
from fmther participation in the matter as set forth in Section 3(A).
C. The Board shall take a separate vote on any budget item specifically dedicated to a
contract with a business entity in which a Director has a substantial interest. In the event of a separate
vote, the Director may not patticipate in that separate vote, but may vote on a final budget if the Director
has complied with Section 3.
D. As of the date of adoption of this Code of Ethics, Chapter 176, Local Government Code,
requires the disclosure of cettain relationships by Directors, vendors, and certain prospective vendors to
the District. A Director, vendor, or prospective vendor who has a relationship that requires disclosure
under Chapter 176 shall disclose that relationship by completing the form prescribed by the Texas Ethics
Commission and timely filing such form with the Records Administrator. A Director or vendor violating
this Section may be subject to prosecution as a Class C misdemeanor under Sections 176.003 and
l76.006(t), Local Government Code, respectively.
SECTION 4. Conduct of District Business. Each District Official will conduct all business of
the District in a manner consistent with the requirements of applicable law and the Texas Open Meetings
Act.
SECTION 5. Acceptance of Gifts. No District Official shall accept any benefit as consideration
for any decision, opinion, recommendation, vote, or other exercise of discretion in carrying out his
official acts for the District. No District Official shall solicit, accept, or agree to accept any benefit from a
person known to be interested in or likely to become interested in any contract, purchase, payment, claim,
or transaction involving the exercise of the District's Official's discretion. As used herein, "benefit" shall
not include:
(I) A fee prescribed by law to be received by a public servant or any other benefit to which
the District Official is lawfully entitled or for which he gives legitimate consideration in a
capacity other than as a District Official;
(2) A gift or other benefit conferred on account of kinship or a personal, professional, or
business relationship independent of the status of the recipient as a District Official;
(3) A political contribution, as defined by the Election Code;
(4) A benefit consisting of, lodging or transportation;
(5) A benefit to a District Official required to file a financial statement under the Texas
Election Code that is derived from a function in honor or appreciation of the recipient if:
a. The benefit and the source of any benefit in excess of $50.00 is reported in the required
financial statement;
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b. The benefit is used solely to defray the expenses that accrue in the performance of duties
or activities in connection with its official duties for the District which are non-
reimbursable by the District; or
c. An item with value of less than $50.00, excluding cash or negotiable instrument; or
d. An item issued by a governmental entity that authorizes the use of property or facilities
owned, leased, or operated by the governmental entity.
SECTION 6. Bribery
A District Official shall not intentionally or knowingly offer, confer, or agree to confer on
another, or solicit, accept, or agree to accept from another, any benefit as consideration when to
do so is prohibited by law. As of the date of adoption of this Code of Ethics, Section 36.02,
Texas Penal Code, lists the offenses that are considered bribery when committed by District
Officials. Violations of penal laws may subject a District Official to criminal prosecution.
SECTION 7. Acceptance of Honoraria.
A Director shall not solicit, accept or agree to accept an honorarium as prohibited by law.
As of the date of the adoption of this Code of Ethics, Section 36.07, Texas Penal Code, provides
the circumstances in which a Director may not accept an honorarium. Violations of penal laws
may subject a District Official to criminal prosecution.
SECTION 8. Lobbying.
Should the Texas Ethics Commission by rule require any District Officials directly
communicating with legislative or executive branch officials to register as lobbyists, District
Officials shall comply with such rule. See Government Code, Section 305.0051.
The District shall not reimburse from District funds the expenses of any person in excess
of $50.00 for direct communications with a member of the legislative or executive branch unless
the person being compensated resides in the district of the member with whom the person
communicates or files a written statement which includes the person's name, the amount of
compensation or reimbursement, and the name of the affected political subdivision with the
Secretary of State. This provision does not apply to registered lobbyists, a full-time employee of
the District or an elected or appointed District Official.
ARTICLE II
FEES AND EXPENSE POLICY
SECTION l. Pwpose. The purpose of this Expense Policy is to set forth the policies of Trophy
Club Municipal Utility District No. I (the "District") concerning per diem and travel expenses for
members of the Board of Directors of the District.
SECTION 2. Per Diem for Directors. Pursuant to Section 49.060 of the Texas Water Code, as
amended, Directors are entitled to receive as fees of office $150.00 a day for each day the Director
actually spends performing the duties of a director, provided the fees shall not exceed a sum of $7,200
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per annum. "Performing the duties of a Director" means substantive performance of the management or
business of the District, including participation in board and committee meetings and other activities
involving the substantive deliberation of District Business and in pertinent educational programs. The
phrase does not include routine or ministerial activities such as the execution of documents, self-
preparation for meetings, or other activities requiring a minimal amount of time. Directors may attend
other meetings relating to the management or business of the District and receive fees of office and
expenses at the discretion of each director.
At every monthly District Board meeting, Directors will receive a FEE PAYMENT REQUEST.
Each Director in attendance at said meeting will be required to complete a FEE PAYMENT REQUEST.
Directors will have two options: 1) Request payment or 2) Decline payment. Any Director who fails to
complete/submit a FEE PAYMENT REQUEST will be emailed or if no email address, mailed a FEE
PAYMENT REQUEST by the District Secretary, requesting the Director complete and sign the FEE
PAYMENT REQUEST. If the Director wishes to DECLINE payment, the Director may indicate such via
an electronic transmission, via regular mail or submit the Request in person to the District Secretary.
Directors attending "outside" meetings on District business who wish to receive payment for
attendance at such meeting shall have thirty (30) days from the date of said meeting in which to submit a
FEE PAYMENT REQUEST for payment. Any FEE PAYMENT REQUEST received after thi1ty (30)
days shall come before the Board for approval. All Directors requesting and receiving reimbursement for
attending District business outside of the monthly Board meetings shall be required to provide an
update/report to the Board either in person at the next meeting or provide an update/report via an
electronic transmission to the Board and the District Manager.
SECTION 3. Attendance at Meetings and Conduct of Other District Business. Board members
may attend conferences and meetings of the Association of Water Board Directors, at the District's
expense, whether within or outside the Town of Trophy Club. Attendance at other conferences, hearings,
or other meetings outside of Trophy Club by the members of the Board of Directors must be sanctioned
by the Board of Directors; attendance at local meetings or conduct of other local District business will be
at each Director's discretion. Directors attending any meeting or conducting any District business shall
report to the Board concerning the meeting or activity.
SECTION 4. Expenses Outside of Trophy Club. The District will pay a reasonable room rate
for a director's hotel room, if District business requires overnight travel, reasonable tips incurred in
making the trip, roundtrip mileage at the current IRS mileage rate and parking, if any, for travel by car
or roundtrip airfare at current commercial rates for standard (not first class) air fare and reasonable rental
car or taxi charges. The District will pay for meals actually eaten and paid for by the Director on a
sanctioned trip; provided, however, reimbursement for meals will be limited to $75.00 per day per person.
Appropriate documentation listing the person in attendance and a description of the business discussed at
the meeting or activity is required. All reimbursement requires receipts of purchase. No reimbursement
shall be made for the purchase of entertainment or the purchase of alcoholic beverages for a director,
spouse, employee or guest. No reimbursement shall be made for expenses of a spouse of a director or
employee.
SECTION 5. Expenses for Local Meetings and Activities. The District will pay for roundtrip
mileage at the current IRS rate for travel by car, parking, and will pay meals directly related to the
meeting or activity. Reimbursement for meals will be limited to $75.00 per day per person. Appropriate
documentation listing the person in attendance and a description of the business discussed at the meeting
or activity is required. No reimbursement shall be made for the purchase of alcoholic beverages for a
director, spouse, employee or guest. No reimbursement shall be made for the expenses of a spouse of a
director or employee.
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SECTION 6. Reimbursement. Directors attending meetings or other activities and wishing to
receive a per diem and/or expenses must submit a verified statement showing the number of days actually
spent in service to the District and a general description of the duties performed for each day of service.
To receive reimbursement for expenses, a Director must also submit an itemized expense report including
receipts, to the District Finance Department before reimbursement is approved by the Board's District
Manager. Items on the expense report shall include lodging, meals, tips, parking and transportation.
Directors sharing expense items may split reported expenses in any manner they deem equitable, but the
Board will pay no more than I 00% of the actual total cost of reimbursable items.
SECTION 7. Extraordinary Expenses. Any extraordinary expenses for a Director attending a
sanctioned activity of the District must be approved by the Board prior to incurring the expense.
ARTICLE III
PROFESSIONAL CONSULTANTS
SECTION 1. Purpose. The purpose of this Policy Concerning Selection, Monitoring, Review,
and Evaluation of Professional Consultants is to set guidelines for the Board of Directors for Trophy Club
Municipal Utility District No. I (the "District") concerning its Professional Consultants.
SECTION 2. De.finition of Professional Consultant. "Professional Consultant" shall include
the District's attorney, auditor, bookkeeper, financial advisor, and tax assessor/collector, and such other
consultants other than employees that the District may hereafter engage.
SECTION 3. Selection qfConsultants. Whenever the Board of Directors of the District decides
to terminate the services of one or more of its Professional Consultants, the Board shall solicit one or
more proposals as required by the Professional Services Procurement Act, Section 2254.001 et seq.,
Government Code. Selection of professional consultants is to be conducted by the Board in an open
meeting.
SECTION 4. Monitoring of Prqfessional Consultants. For those Professional Consultants with
annual contracts, the Board of Directors of the District will review the performance of the Professional
Consultants for the prior year at the time the contract is renewed. The Board of Directors shall review the
performance of its other Professional Consultants, upon the request of one or more Directors.
ARTICLE IV
AUDIT COMMITTEE
SECTION 1. Purpose. The purpose of this Policy Relating to the Use of Management
Information and Formation of an Audit Committee for Trophy Club Municipal Utility District No. 1 (the
"District") is to provide written policies concerning the use of management information.
SECTION 2. Annual Budget. Prior to each fiscal year, the Board of Directors of the District
shall adopt an annual budget for the next fiscal year for use in planning and controlling of costs.
SECTION 3. Audit Committee. The Board of Directors shall annually appoint an audit
committee to review the annual audit prepared by the District Auditor. The Board may designate a lesser
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number than the entire Board, but not less than two (2) Directors to serve as its audit committee. The
final audit must be presented to the entire Board for approval prior to submittal to regulatory agencies.
SECTION 4. Accounting Standards. The District hereby directs its auditor to adopt uniform
auditing reporting requirements that use "Audits of State and Local Governmental Units" as a guide on
audit working papers and that uses "Governmental Accounting and Financial Reporting Standards" for
final audit repmis (subject to the standards for audits prescribed by applicable Texas Commission on
Environmental Quality Rules).
ARTICLE V
COpE OF CONQUCT
Statement of Purpose
The citizens and the businesses that Trophy Club Municipal Utility District No. I (the "District")
serves are entitled to have a fair, ethical and accountable District, which earns the public's full confidence
for integrity. It is the strong desire of the District to fulfill this expectation; and, therefore requires that the
Directors conduct themselves in accordance with the District's adopted Code of Ethics. Directors
will make every effort to act in a cooperative professional manner and:
Fully suppmi the decisions of the majority;
Respect the opinion of others;
Develop an understanding of District policies and projects;
Request information through proper channels;
Protect the privacy of all employees and fellow Directors;
Give other Directors equal time
Comply with both the letter and spirit of the laws and policies affecting the operations of the
District;
Be independent, impartial and fair in their judgment and actions; and
Use their respective office or position for the public good and not for personal gain.
Directors WILL NOT:
Make individual promises on behalf of the District to civic groups or individuals;
Obligate the Board to actions or expenditures without authorization;
Give individual direction to District Staff without prior authorization from the District Manager;
Make derogatory public comments about staff members or other Board members;
Make individual statements to the media concerning District issues without prior authorization of
the Board; and
To this end, the Directors have adopted this Code of Conduct in order to assure public confidence in the
integrity of its government and its effective and fair operation.
Definitions
The following words, terms and phrases, when used in this section, shall have the following meanings
subscribed to them:
Business. A corporation, partnership, sole proprietorship, firm, holding company, joint stock company,
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receivership, trust or any other for profit or non-profit entity.
Board of Directors. The legislative and governing body of the District consisting of five (5) members
including; MUD President, Vice-President, Secretary/Treasurer, and two Directors.
Employee. Any person employed by the District, including those individuals on a part-time basis,
including independent contractors hired by the District for repetitive performance of services, but not
independent contractors engaged for occasional services.
Nepotism.
The Board shall not confirm the appointment to any position, nor award a contract, to a person related to a
member of the Board within the second degree by affinity (marriage) or within the third degree by
consanguinity (blood) when the salary or other compensation of such appointee is paid, directly or
indirectly, from District funds, except as provided by Chapter 573, Texas Government Code.
Provisions
1. Act in the Public Interest
Recognizing that stewardship of the public interest must be their primary concern, Directors shall work
for the common good of the people served by the District serves and not for any private or personal
reason. The Directors shall assure fair and equal treatment of all persons, claims and transactions coming
before the District.
2. Comply with the Law
Directors shall comply with the laws of the nation and the State of Texas in the performance of their
public duties. These laws include, but are not limited to: the United States and Texas Constitutions; laws
pertaining to conflicts of interest, election campaigns, financial disclosures, employer responsibilities, and
open processes of government; and Orders, resolutions and policies of the District; the Texas Water Code;
and the Texas Commission on Environmental Quality (TCEQ).
3. Conduct of MUD Directors
The professional and personal conduct of Directors must be above reproach and avoid even the
appearance of impropriety. Directors shall refrain from abusive conduct, personal charges or verbal
attacks upon the character or motives of other Director(s), employees, and the public. Discussions held in
confidence and/or in Closed Session shall be kept strictly confidential unless otherwise authorized by the
Board of Directors.
4. Respect for Process
Directors shall perform their duties in accordance with the processes and Rules of Order established by
the Board.
5. Conduct of Public and Committee Meetings
Directors have an obligation to attend meetings and to be prepared for public issues and will treat each
other and any member of the public with proper courtesy and respect. Directors will listen courteously
and attentively to all public discussions before the body; and to focus on the business at hand. They shall
refrain from interrupting other speakers, making personal comments not germane to the business of the
body, or otherwise interfering with the orderly conduct of meetings.
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6. Decisions Based on Merit
It is expected and required that Directors review material, participate in discussions and base their
decisions on the merits and substance of the matter at hand.
7. Communication
Prior to permitting final action on a matter under consideration, Directors shall publicly share substantive
information, which they may have received from sources outside the public decision-making process that
is relevant to such action by the Board.
8. Conflicts of Interest and Disclosure
Directors shall familiarize themselves with and abide by the following conflicts of interest and disclosure
statutes and principles:
a. Chapter 171 of the Local Government Code which requires an officer, whether elected, appointed,
paid, or unpaid, of a district exercising responsibilities beyond those that are advisory in nature, to
file an affidavit disclosing a substantial interest in a business entity or property that would be
beneficially affected by a decision of the governing body or of any other board or commission
upon which the member serves and thereafter to abstain from patiicipation in discussion and
voting on the matter. Once the disclosure is made, the Director is to remove himself from the
meeting area to ensure his presence does not hinder the discussion of the item or influence the
vote.
b. Section 176 of the Local Government Code which requires Directors and the District Manager to
file a conflicts disclosure statement disclosing any business relationship with a person or business
doing business with the District or being considered by the District for a business relationship.
c. Section 176.003(a)(2)(B) of the Local Government Code which requires the disclosure of gifts of
an aggregate value of more than $250.00 in the twelve (12) month period preceding the date that
a Director becomes aware of a transaction described in Section 176, other than gifts of food,
lodging, transportation, or entertainment accepted as a guest.
d. Sections 553.001-553.003 of the Government Code which requires the filing of an affidavit
before the date the District will acquire a property in which public servants has a legal or
equitable interest.
e. In order to assure their independence and impartiality on behalf of the public good, Directors are
prohibited from using their positions to influence government decisions in which they have a
personal interest.
9. Corruption
Directors shall familiarize themselves with and abide by the Texas Penal Code mandates concerning
corruption, including without limitation, Section 36.02 prohibiting receipt of prohibited gifts, Section
39.02 concerning abuse of official capacity and Section 39.06(a) concerning misuse of official
information and all other applicable state laws regulating or related to public service.
10. Political Advocacy
Directors shall not utilize the District's name, logo, or their position for purposes of endorsing any
political candidate, political position or business.
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11. Confidential Information
No Director, officer, investment officer or employee of the District shall disclose confidential information
concerning the prope1iy, operations, policies or affairs of the District, or use such confidential information
to advance their the personal interest, financial or otherwise, of such Director, officer or employee might
reasonable expect would require or induce him or her to disclose confidential information acquired
through or by reason of his or her position with the District.
12. Use of Public Resources
Directors shall not use public resources unavailable to the public, such as District staff time, equipment,
supplies or facilities, for private gain or personal purposes.
13. Representation of Private Interests
In keeping with their role as stewards of the public interest, Directors shall not appear on behalf of private
interests of third parties before the District Board or any board, commission committee.
14. Advocacy
Directors shall represent the official policies or positions of the Board to the best of their ability when
designated as delegates for this purpose. When presenting their individual opinions and positions,
Directors shall explicitly state that they do not represent their body or the District, nor will they allow the
inference that they do.
15. Policy Role of Directors
Directors shall respect and adhere to the District's structure as outlined in the Texas Water Code and the
District's policies and procedures. In this structure, the Directors determine the policies of the District
with the advice, information and analysis provided by the public, District consultants and staff. Except as
provided by District Order, Directors therefore shall not interfere with the administrative functions of the
District or the professional duties of the District staff; nor shall they impair the ability of Staff to
implement Board policy decisions. Directors shall take all requests of staff to the District Manager and
shall not contact employees directly.
16. Independence of Boards, Commissions, and Committees
Because of the value of the independent advice of boards, commissions, committees and advisory groups
to the public decision-making process, Directors shall refrain from using their position to influence
unduly the deliberations or outcomes of any board, commission, committee, and advisory group
proceedings.
17. Positive Worl{place Environment
Directors shall support the maintenance of a positive and constructive workplace environment for District
employees and for citizens and businesses dealing with the District.
18. Implementation
As an expression of the standards of conduct for Directors expected by the District, this Code of Conduct
is intended to be self-enforcing. It therefore becomes most effective when Directors are thoroughly
familiar with it and embrace its provisions. Ethical standards shall be included in the regular orientations
for candidates for the Board, and newly elected and appointed Directors. Directors entering office shall
sign a statement affirming they have read and understand the Trophy Club Municipal Utility District No.
1 Code of Conduct and agree to be bound by its terms. In addition, the Code of Conduct shall be reviewed
periodically by the Directors, and the Board shall consider recommendations for revision as it becomes
necessary.
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19. Compliance and Enforcement
The Trophy Club Municipal Utility District No. I Code ofConduct expresses standards of ethical conduct
expected for Directors. Directors themselves have the primary responsibility to assure that ethical
standards are understood and met, and that the public can continue to have full confidence in the integrity
of government. The President of the Board, or the Vice-President if the President's conduct is in issue, has
the additional responsibility to intervene when a Director's actions appear to be in violation of the Code
of Conduct and are brought to their attention. The Board may impose sanctions, such as reprimand or
formal censure on a Director whose conduct does not comply with the ethical standards of the District.
The Board also may censure or reprimand a Director in accordance with the procedures and subject to the
limitations set forth in Section 20 of this policy. The Board finds and determines that these ethics and
standards of conduct are necessary and appropriate in order to serve the legitimate goal of orderly
governance, integrity and public confidence in government.
20. Procedut·e for Enforcement
Upon good faith and belief that a Director has violated any term or provision of this Code of Conduct, a
party having such good faith and belief that a violation has occurred and wishing to initiate a formal
review of the alleged violation shall file a written complaint with the District Secretary. The written
complaint shall contain I) the name of the complaining party (hereinafter "Complainant"); 2) the name of
the party against whom the complaint is being filed (hereinafter "Respondent"); 3) the specific sections
allegedly violated; 4) Specific dates, approximate time of day, locations and other facts evidencing the
alleged violations; and 5) any documentation evidencing that a violation of the Code of Conduct occurred.
Trophy Club Municipal Utility District No. I will not accept a request related to alleged violation(s) of
ethics policies within sixty (60) days of a called director's election.
If the complaint does not meet all of the requirements set forth in the preceding paragraph, the District
Secretary shall notify the Complainant in writing of the nature of the deficiency. The District Secretary
will copy the Director or Directors that are the subject of the complaint, the District Manager, and District
legal counsel on the letter and no further action by the District Secretary or Board shall be necessary,
until a com pI a in t is resubmitted and the District Secretary determines it meets the requirements
ofthis section.
Within thirty (30) days of the District Secretary's receipt of a written complaint meeting all of the
requirements set forth above, a notice will be sent to the parties (Complainant and Respondent) to
determine if they agree to have the Complaint mediated by a mutually agreed upon mediator. The
letter will allow both parties a minimum of 14 business days to respond and will designate a final date for
responses in the letter. A copy of the complaint will be attached and all members ofthe Board of Directors
will be copied on the letter requesting mediation. If the parties do not so agree to mediate the Complaint
by the final date specified in the letter, the District Secretary shall forward the complaint to the District's
legal counsel.
Once forwarded to District legal counsel, the complaint shall be reviewed by legal counsel to
determine whether the complaint on its face presents a violation of this Code of Conduct for which
sanctions, such as reprimand, or formal censure would be appropriate in order to serve the legitimate goal
of orderly governance, integrity, and public confidence in government. Legal Counsel will be allowed a
minimum of 14 calendar days to review the complaint and will present his/her findings at the next
regular meeting following the 14 calendar day review period. Upon a recommendation from legal counsel
that the complaint on its face presents a violation and upon a majority vote of the Board that the complaint
merits further review and investigation, an item shall be placed on the next available regular District
meeting agenda for which posting requirements may be legally and procedurally met. Additionally, upon
majority vote, the Board may specifY any and all individual items of grievance from the Complaint that
merit such review and investigation and that will be considered by the Board at a subsequent hearing on
the matter. At least seven (7) days prior to the hearing date, the District Secretary shall notify the
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parties (Complainant and Respondent) in writing of the date, time and place at which the Board will
conduct a hearing on the merits of the alleged complaint, and if Board has by majority vote specified
individual items for review and investigation at the hearing. Such notice shall advise the parties of the
scope of the hearing.
Alternatively, if upon review of the complaint on its face by legal counsel, followed by a majority vote of
Board, determines that fmther review and investigation is not warranted, then the Complainant shall be
notified in writing of such vote and no further action shall be required by the District Secretary or Board.
At the subsequent Board hearing, the Complainant and Respondent may present testimonial and or
documentary evidence regarding the allegations contained within the Complaint. If the Board determines
that substantial evidence has been presented to support the allegation that a violation of the Code of
Conduct has occurred and that the violation is detrimental to orderly governance, integrity, and public
confidence in the District government, then the Board may by majority vote impose sanctions, such as
reprimand, or formal censure, as determined appropriate to serve the legitimate goals of this policy.
Directors may only be disqualified and/or removed from serving as a Director in accordance with the
provisions of 49.052.
All procedural rules of the Board shall apply to proceedings conducted pursuant to this Section. The
complaint procedure specified in this Section shall only be applicable to those Directors who are
appointed and/or elected and for the conduct of such official that occurs during the official's term of
office on a Board.
ARTICALVI
RULES OF PROCEDURE
SECTION I
ORGANIZATION, POWERS AND OFFICE
Section 1.01. Organization. Trophy Club Municipal Utility District No. I ("the District") is a
governmental agency and body politic and corporate of the State of Texas pursuant to Chapters 49 and 54
of the Texas Water Code and Section 59, A1ticle XVI of the Texas Constitution.
Section 1.02. Powers. The District has all of the rights, powers, privileges, authority, functions
and duties necessary and convenient to accomplish the purposes established for a municipal utility district
as provided by Chapters 49 and 54 of the Texas Water Code ("Code").
Section 1.03. ~. The chief administrative office the District shall be located within the
boundaries of Trophy Club Municipal Utility District No. 1.
SECTION II
BOARD OF DIRECTORS
Section 2.01. General Powers and Number. The business and affairs of the Authority shall be
conducted under the authority and direction of the Board. Effective pursuant to the May 2010 election,
the number of directors of the Board shall be five ( 5). In the event of a vacancy in the office of director,
the Board shall appoint a qualified person to the office until the next election for directors.
Section 2.02. Qualifications of Directors. Each director, whether elected or appointed, shall be
required to qualify by the execution of a Constitutional Oath of Office and Statement of Elected Officer.
A person shall not serve as a director if he or she is not qualified to do so under the provisions of the
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Code. Within sixty (60) days after the Board determines that any director is not qualified to serve on the
Board, it shall replace such director with a person who is qualified. Any director not qualified to serve on
the Board, who willfully occupies an office and exercises the duties and powers of that office, may be
subject to penalties under the Code, as amended, including possible conviction of a misdemeanor and
imposition of a fine.
Section 2.03. Tenure. Except as provided by the Code, each director shall serve for a period of
four (4) years and until his or her successor is elected and qualified. Any director appointed to the Board
shall serve for the remainder of the term of office to which such director is appointed.
Section 2.04. Meetings. The Board shall establish a regular meeting time and place or places.
The Board shall meet monthly except upon the occasion when it is determined that no meeting is
necessary in a particular month. In any event, the Board shall meet no less than four (4) times each year.
Special meetings of the Board may be called by or at the request of the President or any two (2) directors.
Regular Board Meetings are normally held on the third Tuesday of every month at 7:00 P.M. in the
Svore Municipal Building, Council Chambers located at 100 Municipal Drive, Trophy Club, Texas
76262. The date, location and time may be changed by vote ofthe Board of Directors. Meeting locations
must be approved by Resolution of the District and the Texas Commission on Environmental Quality
(TCEQ) must be notified of any permanent change in location.
Other types of meeting may be called by the President of the Board or the District Manager.
Emergency Meetings may be called by the above persons, or by a majority of the members of the Board,
with two (2) hours notice. Such Meetings are to be called only in situations where an emergency or an
urgent public necessity exists and immediate action is required by the Board because of: ( 1) an imminent
threat to public health and safety; or (2) a reasonably unforeseeable situation. The emergency or urgent
public necessity shall be clearly identified.
Special Board Meetings may be called at any time with seventy-two (72) hours notice to conduct
District business as may be required between Regular monthly meetings.
Work Sessions may be called prior to a regular meeting to explore one or more matters in detail, usually
without taking action.
Section 2.05. Agendas. The District Manager shall confer with the District's attorney (s) prior to
each meeting to determine the agenda items. Directors wishing to place an item on the agenda should
contact the President or District Manager at least five business days prior to the meeting.
Section 2.06. Posting Agendas and Notice to Directors. After approval of the agenda by the
President and District Manager, the District Secretary shall post the agenda as required by the Texas Open
Meetings Act and the Code. Notice to the directors of any meeting of the Board shall be given at least
seventy-two (72) hours prior to the meeting. Such notice shall be given by electronic transmission,
facsimile, or telephone if notice is given less than five (5) days prior to a meeting. Copies of the agenda
will be placed on the District webpage and will be available for the public at the meeting.
Section 2.07. Quorum. A majority of the Board shall constitute a quorum for the transaction of
business at any meeting of the Board. Following the May 20 I 0 election, the act of three (3) directors at a
meeting for which a quorum is present shall be the act of the Board.
Section 2.08. Conduct of Meetings. The President shall preside at Board meetings. In the
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absence of the President, the Vice President shall preside. The meetings shall be conducted in accordance
with Robert's Rules of Order, as the same may be modified from time-to-time, with the concurrence of all
directors. The Board may provide a portion of each meeting for public comments in accordance with the
policies established for receipt of public comment. Board shall agree that no Director can speak twice to
the same issue until everyone else wishing to speak has spoken to it once. A request to suspend those
"Rules of Procedure" that may be suspended may be proposed upon in a motion. Such motion may be
adopted with a two-thirds vote of Directors. The Board agrees that before any subject is open to debate it
is first necessary that a motion be made by a Director who has the floor; second, that it be seconded (with
certain exceptions); and third, that the President shall state the question so that the Board may know what
is before it for consideration and action. Debate cannot begin until the President has stated the motion or
resolution and opened the agenda item for consideration.
OFFICERS
Section 3.01. Officers. The officers of the District shall be a President, a Vice President, a
Secretary/Treasurer, and such other officers as may be elected in accordance with the provisions of this
Article, including but not limited to, an Investment Officer. The Board may elect or appoint such officers
including an Assistant Secretary/Treasurer as it may deem desirable, such officers to have the authority to
perform the duties prescribed from time-to-time by the President.
Section 3.02. Election and Term of Office. The officers of the District shall be elected annually
by the Board at the regular meeting of the Board in June. New offices may be created and filled at any
meeting of the Board. Each officer shall hold office until his successor shall have been duly elected.
Section 3.03. Remoyal. Any officer elected or appointed by the Board may be removed by the
Board whenever the best interests of the District would be served thereby, but such removal shall not
constitute a removal from the Board.
Section 3.04. vacancies. A vacancy in any office because of death, resignation, removal,
disqualification, or otherwise must be filled by the Board for the unexpired pmiion of the term in
accordance with the Code provisions regarding the filling of vacancies.
Section 3.05. President. Effective pursuant to the May 2010 election, the District shall have one
(I) President. The President shall be a member of the Board with all the rights and privileges thereof,
including the right to introduce motions before the Board and to vote on all matters. The President shall
preside at all meetings of the Board. The President may sign any deeds, mortgages, bonds, contracts, or
other instruments which the Board has authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the Board to the District Manager; and in general, the
President shall perform all duties as may be prescribed by the Board from time-to-time.
Section 3.06. vice President. The Vice President shall be a member of the Board and in the
absence of or upon the death of the President and in the event of the inability or refusal of the President to
perform; the Vice President shall perform the duties, succeed to the authority and assume the
responsibilities of the powers of the office of President. A Vice President shall perform such other duties
as a prescribed by the Board or assigned by the President.
Section 3.07. Secretary/Treasurer. In his or her role as Secretary, the Secretary/Treasurer is
responsible for seeing that all records and books of the District are properly kept and that all notices are
duly given in accordance with the provisions of these rules or as required by law. In general, the
Secretary/Treasurer shall perform all duties incident to the office of Secretary and such other duties as
from time-to-time may be assigned by the President or by the Board. The Secretary/Treasurer may attest
the President's signature on documents. The Secretary/Treasurer may ask the District Manager to
15
delegate such duties as may be prudent to staff and consultants but shall not be relieved of any
responsibility to perform legally required duties .
In his or her role as Treasurer, the Secretary/Treasurer, with the assistance of the District
Manager, shall be responsible for all funds and securities of the District, shall review the receipts of all
money due and payable to the District from any source, and shall assure the deposit of all such moneys in
the name of the District in such banks as shall be selected by the Board. The Secretary/Treasurer shall
also review the disbursements of the District, and in general, shall perform all duties incident to the office
of the Treasurer and such other duties as from time-to-time may be assigned to him or her by the
President or the Board. The Investment Officer, if not the same person as the Treasurer, shall be
responsible for the investment of the District's funds, as provided in Section 3.09 hereof.
Section 3.08. lnyestment Officer. Any officer or staff designee of the Board may be appointed
as the Investment Officer of the District (the "Investment Officer"). The Investment Officer, so appointed
by the Board, along with the Finance Director, shall be the Investment Officers of the District and, in such
capacity, shall fulfill the responsibilities of such office regarding the investment of the District's funds,
pursuant to the Public Funds Investment Act, as amended, and the Investment Policy of the District, as
such policy may be amended by the Board from time to time.
PASSED AND APPROVED by the Board of Directors of the Trophy Club Municipal
Utility District No.1, Trophy Club, Texas, this, the 19 1
h day of March, 2013.
?~~
Nick Sanders, President
Kevin R. Carr, Secretary/Treasurer
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CERTIFICATE OF ORDER (2013-0319)
THE STATE OF TEXAS §
COUNTY OF DENTON §
COUNTY OF TARRANT§
I, the undersigned member of the Board of Directors of the Trophy Club Municipal Utility
District No. l of Denton and Tarrant Counties, Texas (the "District"), hereby certify as follows:
1. That I am the duly qualified and acting Secretary of the Board of Directors of the District, and
that as such, I have custody of the minutes and records of the District.
2. That the Board of Directors of the District convened in Open Session at a Regular Meeting on
February 19, 2013, at the regular meeting place thereof, and the roll was called of the duly constituted
officers and members of the Board of Directors, to wit:
Nick Sanders
Jim Thomas
Kevin Carr
Bill Armstrong
Jim Moss
President
Vice President
Secretary/Treasurer
Director
Director
and Directors Armstrong, Carr, Moss, Sanders and Thomas were present, thus constituting a quorum,
whereupon, among other business, the following was transacted at such meeting: a written
AN ORDER OF TROPHY CLUB MUNICIPAL UTILITY DISTRICT No. 1,
REPEALING ORDER 2010-1214, AND ADOPTING AN AMENDED CODE OF
ETHICS, A FEES AND EXPENSE POLICY, POLICIES AND PROCEDURES
FOR SELECTION AND ,REVIEW OF CONSULT ANTS, POLICIES
CONCERNING THE USE OF MANAGEMENT INFORMATION INCLUDING
THE FORMATION OF AN AUDIT COMMITTEE, CODE OF CONDUCT,
RULES OF PROCEDURE AND CERTAIN OTHER MATTERS; AND
PROVIDING AN EFFECTIVE DATE
was duly introduced for the consideration of the Board of Directors. It was then duly moved and
seconded that such Order be adopted and, after due discussion, such motion, carrying with it the adoption
of such Order prevailed and carried by the following vote:
AYES: NOES:
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Or·der (2013-0319) Certificate
Trophy Club Municipal Utility District No. 1
3. That a true, full and correct copy of such Order adopted at such meeting is attached to and
follows this certificate; that such Order has been duly recorded in the minutes of the Board of Directors
for such meeting; that the persons named in the above and foregoing Paragraph 2 were the duly chosen,
qualified and acting officers and members of the Board of Directors as indicated therein, that each was
duly and sufficiently notified officially and personally, in advance, of the time, place and purpose of such
meeting, and that such Order would be introduced and considered for adoption at such meeting, and that
each consented, in advance, to the holding of such meeting for such purpose; that the canvassing of the
officers and members of the Board of Directors present at and absent from such meeting and of the votes
of each on such motion, as set fmih in the above and foregoing Paragraph 2, is true and correct; and that
sufficient and timely notice of the hour, date, place and subject of such meeting was given and posted as
required by Chapter 551, Texas Gov. Code.
SIGNED AND SEALED the l9T 11 day of March 2013. }/a__
I'~
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EXHIBIT A
STATEMENT OF COMMITMENT
As a member of the Trophy Club Municipal Utility District No. 1 Board of Directors, I agree to uphold
the Code of Conduct by adhering to the following model of behavior.
1 will:
Recognize the worth of individual Directors and appreciate their individual talents, perspectives
and contributions;
Help create an atmosphere of respect and civility where individual Directors, staff and the public
are free to express their ideas and work to their full potential;
Conduct my personal and public affairs with honesty, integrity, fairness and respect for others;
Respect the dignity and privacy of individuals and organizations;
Keep the common good as my highest purpose and focus on achieving constructive solutions for
public benefit;
A void and discourage conduct which is divisive or harmful to the best interests of the District;
Treat all people with whom I come in contact in a manner I wish to be treated;
Before I speak or act I will ask myself the following questions:
1. Is it the truth?
2. Is it fair to all concerned?
3. Will it build goodwill and better relationships?
4. Will it be beneficial to all concerned?
I affirm that I have read and that I understand, accept and support the Trophy Club Municipal
Utility District No. 1 Code of Conduct.
Print Name
Position/Title
(/ Date
17
EXHIBIT A
STATEMENT OF COMMITMENT
As a member of the Trophy Club Municipal Utility District No. 1 Board of Directors, I agree to uphold
the Code of Conduct by adhering to the following model of behavior.
I will:
Recognize the worth of individual Directors and appreciate their individual talents, perspectives
and contributions;
Help create an atmosphere of respect and civility where individual Directors, staff arid the public
are free to express their ideas and work to their full potential;
Conduct my personal and public affairs with honesty, integrity, fairness and respect for others;
Respect the dignity and privacy of individuals and organizations;
Keep the common good as my highest purpose and focus on achieving constructive solutions for
public benefit;
A void and discourage conduct which is divisive or harn1ful to the best interests of the District;
Treat all people with whom I come in contact in a manner I wish to be treated;
Before I speak or act I will ask myself the following questions:
1. Is it the truth?
2. Is it fair to all concerned?
3. Will it build goodwill and better relationships?
4. Will it be beneficial to all concerned?
I affirm that I have read and that I understand, accept and support the Trophy Club Municipal
Utility District No. 1 Code of Conduct.
Print Name
Position!Titfe
Signature ~~Date
17
EXHIBIT A
STATEMENT OF COMMITMENT
As a member of the Trophy Club Municipal Utility District No. 1 Board of Directors, I agree to uphold
the Code of Conduct by adhering to the following model of behavior.
I will:
Recognize the worth of individual Directors and appreciate their individual talents, perspectives
and contributions;
Help create an atmosphere of respect and civility where individual Directors, staff and the public
are free to express their ideas and work to their full potential;
Conduct my personal and public affairs with honesty, integrity, fairness and respect for others;
Respect the dignity and privacy of individuals and organizations;
Keep the common good as my highest purpose and focus on achieving constructive solutions for
public benefit;
Avoid and discourage conduct which is divisive or harmful to the best interests of the District;
Treat all people with whom I come in contact in a manner I wish to be treated;
Before 1 speak or act I will ask myself the following questions:
I. Is it the truth?
2. Is it fair to all concerned?
3. Will it build goodwill and better relationships?
4. Will it be beneficial to all concerned?
I affirm that I have read and that I understand, accept and support the Trophy Club Municipal
Utility District No. 1 Code of Conduct.
Print Name
Position/Title
"1 c7 a?~~
Signature Date
17
EXHIBIT A
STATEMENT OF COMMITMENT
As a member of the Trophy Club Municipal Utility District No. 1 Board of Directors, I agree to uphold
the Code of Conduct by adhering to the following model of behavior.
I will:
Recognize the worth of individual Directors and appreciate their individual talents, perspectives
and contributions;
Help create an atmosphere of respect and civility where individual Directors, staff and the public
are free to express their ideas and work to their full potential;
Conduct my personal and public affairs with honesty, integrity, fairness and respect for others;
Respect the dignity and privacy of individuals and organizations;
Keep the common good as my highest purpose and focus on achieving constructive solutions for
public benefit;
Avoid and discourage conduct which is divisive or hannful to the best interests of the District;
Treat all people with whom I come in contact in a manner I wish to be treated;
Before I speak or act I will ask myself the following questions:
1. Is it the truth?
2. Is it fair to all concerned?
3. Will it build goodwill and better relationships?
4. Will it be beneficial to all concerned?
I affirm that I have read and that I understand, accept and support the Trophy Club Municipal
Utility District No. 1 Code of Conduct.
'\
.)t M
Print Name
Position/Title
/ pate 1
17
EXHIBIT A
STATEMENT OF COMMITMENT
As a member of the Trophy Club Municipal Utility District No. 1 Board of Directors, I agree to uphold
the Code of Conduct by adhering to the following model of behavior.
I will:
Recognize the worth of individual Directors and appreciate their individual talents, perspectives
and contributions;
Help create an atmosphere of respect and civility where individual Directors, staff and the public
are free to express their ideas and work to their full potential;
Conduct my personal and public affairs with honesty, integrity, fairness and respect for others;
Respect the dignity and privacy of individuals and organizations;
Keep the common good as my highest purpose and focus on achieving constructive solutions for
public benefit;
A void and discourage conduct which is divisive or harmful to the best interests of the District;
Treat all people with whom I come in contact in a manner I wish to be treated;
Before I speak or act I will ask myself the following questions:
1. Is it the truth?
2. Is it fair to all concerned?
3. Will it build goodwill and better relationships?
4. Will it be beneficial to all concerned?
I affirm that I have read and that I understand, accept and support the Trophy Club Municipal
Utility District No. 1 Code of Conduct.
Print Name
Position/Title
/ ~Date
17