BYLAWS OF THE
COASTAL PLAIN LOCAL EMERGENCY
PLANNING COMMITTEE CORPORATION
Section 1. NAME. The name of this organization shall be “Coastal Plain Local Emergency Planning Committee Corporation,” hereinafter referred to as the “LEPC.”
Section 2. PRINCIPLE OFFICE. The Corporation’s principle office in Texas will be located at 300 N. Rachal, Sinton, Texas 78387. The Corporation may have such other offices, in Texas or elsewhere, as the board of directors may determine. The board may change the location of any office of the Corporation.
Section 3. REGISTERED OFFICE AND REGISTERED AGENT. The Corporation will maintain a registered office and registered agent in Texas. The registered office may, but need not, be identical with the Corporation’s principle office in Texas. The board may change the registered office and the registered agent as permitted in the Texas Non-Profit Corporation Act.
ARTICLE II
BOARD OF DIRECTORS
Section 1. MANAGEMENT OF CORPORATION. The board of directors will manage the affairs of the Corporation. The board of directors of the LEPC shall have full charge of the planning for emergency response and public information as directed by law. It shall plan and direct the work necessary to carry out the planning mandate.
Section 2. QUALIFICATIONS. The board of directors shall consist of those persons nominated by the County Judges and approved by the State Emergency Response Commission (SERC). Those persons named shall represent the various professional, community and volunteer groups as designated by Public Law 99-499,
Superfund Amendments and Reauthorization Act of 1986 (SARA) Title III. Members of the board of the LEPC shall be residents of or conduct business within the Emergency Planning District.
Section 3. NUMBER AND TENURE. The number of directors shall be determined by the board of directors provided that there must always be at least three directors. Each director will serve for a term of two years.
Section 4. VACANCIES. Any vacancy occurring on the board of the LEPC by reason of resignation, death or disqualification of a member will be filled by appointment in accordance with Article II, Section 1. Suggestions for candidates to fill vacant or additional positions may be made by the Executive Committee to the County Judges who will make recommendations to the SERC for approval.
Section 5. MEETINGS. There should be at least two regular meetings of the board per year. Special meetings may be called by the President at such time and place as the President may designate. The President must call a special meeting within fourteen days upon the written request of five members. The Executive Committee will meet prior to the board meeting or as often as deemed necessary. No notices of regularly scheduled board meetings are required. Notices of any special meetings or any change in a regularly scheduled meeting shall be given to each director as directed by the President.
Section 6. QUORUM. The presence of one-third of the members of the board of the LEPC at the opening of the meeting shall constitute a quorum for the transaction of business by the LEPC. For the purpose of standing committee meetings, the presence of three members shall constitute a quorum for the transaction of business.
Section 7. ALTERNATES. Every board member shall designate a duly authorized alternate whose vote may be counted in determining a quorum and who will be permitted to vote in place of the regular member.
Section 8. DISQUALIFICATION. Any member of the board who is unable to attend a regular meeting of the LEPC shall notify the LEPC President or his designee. Any member with a poor record of attendance is subject to being disqualified at the request of the LEPC to the County Judges and the SERC.
ARTICLE III
OFFICERS
Section 1. ENUMERATION OF OFFICERS. The officers of the LEPC shall be a President, Vice-President and Secretary-Treasurer who shall be elected by the board as a whole in a manner herein provided. All officers shall be members of the board of the LEPC.
Section 2. NOMINATION AND ELECTION OF OFFICERS. Prior to the expiration of the officer’s term of service, nomination and election of officers shall occur. Nominations will be accepted from the floor for the positions of President, Vice-President and the Secretary-Treasurer. The election shall be by ballot, except that when there is only one nomination for each office, election may be by voice vote. These officers shall be selected by a majority of the members of the board of directors of the LEPC present and voting at the meeting.
Section 3. TERM OF OFFICE. The term of the officers elected at the organizational meeting shall expire on June 1, 2000. Thereafter, the term of the officers shall be for a period of two years, starting on June 1 of even calendar years.
Section 4. PRESIDENT. The President shall preside at all meetings of the LEPC; shall serve as ex officio member of all committees; and shall perform such duties and acts as necessary to accomplish the goals and objectives of the LEPC. The President shall be empowered to create other ad hoc committees as necessary to accomplish the goals of the LEPC.
Section 5. VICE-PRESIDENT. Upon the resignation or death or in the absence of the President, the Vice-President shall perform the duties of the President. The Vice-President shall perform such other duties as may be assigned by the President.
Section 6. SECRETARY-TREASURER. The Secretary-Treasurer shall be the custodian of all books, papers, documents and other property of the LEPC. The Secretary-Treasurer shall keep a true record of the proceedings of all meetings of the LEPC. Additionally, the Secretary-Treasurer shall attend to the business needs of the LEPC and shall maintain an accurate record of all monies received and expended for the use of the LEPC.
ARTICLE IV
COMMITTEES
Section 1. EXECUTIVE COMMITTEE. The Executive Committee will consist of the President, Vice-President, Secretary-Treasurer, County Judges and the Presiding Officer of the seven standing committees. The duties of the Executive Committee shall be to coordinate the activities of the standing and ad hoc committees.
Section 2. STANDING COMMITTEES. The following standing committees shall be established.
A. Public Information and Awareness. This committee shall provide the general public with information of the hazardous materials stored or transported in or through Aransas, Refugio and San Patricio Counties. Programs shall be established for presentations at any club or organization, which may request such information. News releases shall be prepared for publishing information of ways to protect the public in the event of a chemical release, general information concerning the storage or transportation of hazardous substances and general activities of the Coastal Plain LEPC.
B. Hazard Analysis and Vulnerability. This committee shall conduct ongoing countywide analysis of hazardous substances stored or transported in or through Aransas, Refugio and San Patricio Counties, identifying the type of chemical, hazards, locations and amounts. The study will be the basis of the vulnerability analysis, which addresses potential exposure to populations and the relative risk and severity of an accidental release.
C. Exercise. This committee shall develop and execute exercises in accordance with SARA Title III requirements. These exercises shall address various components of the Emergency Operations Plan for the Coastal Plain LEPC.
D. Resource and Funding. This committee shall address ongoing programs for the funding of Coastal Plain LEPC and establish resource lists for all areas of hazardous materials response. All resource lists shall be reevaluated and updated as necessary.
E. Communications. This committee shall provide ways to enhance communications between all emergency response agencies in Aransas, Refugio and San Patricio Counties and any of its mutual aid jurisdictions. The Communications Committee shall develop ways to provide the general public with emergency warnings, notifications and information to be communicated by the Public Information and Awareness Committee.
F. Health and Medical. This committee shall provide an ongoing assessment of the health and medical capabilities of all medical agencies, or other entities, in Aransas, Refugio and San Patricio Counties to deal with persons exposed to hazardous substances. This assessment shall include, but not be limited to, equipment and personnel availability, personnel training, and hospital and area doctor capabilities for mass casualty and contaminated victims.
G. Training. This committee shall address ongoing hazardous materials training of all LEPC Corporation members, citizens and emergency response agencies in Aransas, Refugio and San Patricio Counties.
Section 3. MEETINGS. All committees shall meet at least bimonthly and shall present minutes of the meetings and an oral report to the board of the LEPC during the regular LEPC bimonthly meetings. The President, Vice-President or Presiding Officer of the committee may call a meeting of any committee at any reasonable time when necessary.
Section 4. ATTENDANCE OF COMMITTEE MEETINGS. All rules pertaining to the attendance of regular LEPC meetings shall be applied to committee meetings.
Section 5. ANNUAL GOALS AND OBJECTIVES. Each committee shall prepare a set of goals, objectives for projects along with budget requests to be accomplished during the year. These goals and objectives shall be presented to the LEPC during the January meeting for approval of the public and general LEPC membership present at that meeting.
Section 6. PRESIDING OFFICER OF THE STANDING COMMITTEES. Each standing committee shall elect its own Presiding Officer.
Section 7. AD HOC COMMITTEES. The President may create ad hoc committees as necessary to perform the functions of the LEPC. Presiding officers of ad hoc committees shall be appointed by the President.
Section 8. MEMBERSHIIP OF STANDING AND AD HOC COMMITTEES. All members of the board of directors of the LEPC must volunteer to serve on at least one standing committee and shall not serve on more than two standing committees. Final membership on the standing committees shall be determined by the President after consultation with the Executive Committee to ensure that all committees have sufficient manpower to carry out their assigned tasks. The standing committees and ad hoc committees my have members who are not on the board of directors but each committee shall include at least one member of the board of directors.
ARTICLE V
INDEMNIFICATION
Section 1. WHEN INDEMNIFICATION IS REQUIRED, PERMITTED, AND PROHIBITED. The Corporation will indemnify a director, officer, member, committee member, employee, or agent of the Corporation who was, is, or may be named defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in the Corporation. For the purpose of this article, an agent includes one who is or was serving at the Corporation’s request as a director, officer, partner, venturer, proprietor, trustee, partnership, joint venture, sole proprietorship, trust, employee-benefit plan, or other enterprise.
The Corporation will indemnify a person only if he or she acted in good faith and reasonably believed that his or her conduct was in the Corporation’s best interests. In case of a criminal proceeding, the person may be indemnified only if he or she had no reasonable cause to believe that the conduct was unlawful. The Corporation will not indemnify a person who is found liable to the Corporation or is found liable to another on the basis of improperly receiving a personal benefit from the Corporation. A person is conclusively considered to have been found liable in relation to any claim, issue or matter if the person has been adjudged liable by a court of competent jurisdiction and all appeals have been exhausted. Termination of a proceeding by judgement, order, settlement, conviction, or on a plea of nolo contendere or its equivalent does not necessarily prelude indemnification by the Corporation.
The Corporation will pay or reimburse expenses incurred by a director, officer, committee member, employee, or agent of the Corporation in connection with the person’s appearance as a witness or other participation in a proceeding involving or affecting the Corporation when the person is not named defendant or respondent in the proceeding.
In addition to the situations otherwise described in this paragraph, the Corporation may indemnify a director, officer, committee member, employee, or agent of the Corporation to the extent permitted by law. However, the Corporation will not indemnify any person is any situation in which indemnification is prohibited herein.
The Corporation may advance expenses incurred or to be incurred in the defense of a proceeding to a person who might eventually be entitled to indemnification, even though there has been no final disposition of the proceeding. Advancement of expenses may occur only when the procedural conditions specified herein have been satisfied. Furthermore, the Corporation will never advance expenses to a person before a final disposition of a proceeding if the person is named defendant or respondent in a proceeding brought by the Corporation or if the person is alleged to have improperly received a personal benefit or committed other willful or intentional misconduct.
Section 2. EXTENT AND NATURE OF INDEMNITY. The indemnity permitted under these Bylaws includes indemnity against judgements, penalties, (including excise and similar taxes), fines, settlements, and reasonable expenses (including attorney’s fees) actually incurred in connection with the proceeding. If the proceeding was brought by or on behalf of the Corporation, the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding.
Section 3. PROCEDURES RELATING TO INDEMNIFICATION PAYMENTS. Before the Corporation may pay any indemnification expenses (including attorney’s fees), the Corporation must specifically determine that indemnification is permissible, authorize indemnification, and determine that expenses to be reimbursed are reasonable, except as provided herein. The Corporation may make these determinations and decisions by any one of the following procedures:
(1) Majority vote of a quorum consisting of directors who, at the time of the vote, are not named defendants or respondents in the proceeding.
(2) If such a quorum cannot be obtained, by a majority vote of a committee of the Board, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the proceeding.
(3) Determination by special legal counsel selected by the Board by the same vote as provided herein, or if such quorum cannot be obtained and such a committee cannot be established, by a majority of all directors.
The Corporation will authorize indemnification and determine that expenses to be reimbursed are reasonable in the same manner that it determines whether indemnification is permissible. If special legal counsel determines that indemnification is permissible, authorization of indemnification and determination of reasonableness of expenses will be made as specified herein, governing selection of special legal counsel. A provision contained in the articles of incorporation, or a resolution of members of the Board that requires the indemnification permitted herein constitutes sufficient authorization of indemnification even though the provision may not have been adopted or authorized in the same manner as the determination that indemnification is permissible.
The Corporation will advance expenses before final disposition of a proceeding only after it determines that the facts then known would not preclude indemnification. The determination that the facts then known to those making the determination would not preclude indemnification and authorization of payment will be made in the same manner as a determination that indemnification is permissible herein.
In addition to this determination, the Corporation may advance expenses only after it receives a written affirmation and undertaking from the person to receive the advance. The person’s written affirmation will state that he or she has met the standard of conduct necessary for indemnification under these Bylaws. The written undertaking will provide for repayment of the amounts advanced by the Corporation if it is ultimately determined that the person has not met the requirements for indemnification. The undertaking will be an unlimited general obligation of the person, but it need not be secured and may be accepted without reference to financial ability to repay.
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 1. FISCAL YEAR. The fiscal year shall be from January 1 to December 31.
Section 2. INDEBTNESS. All indebtedness incurred by the LEPC shall be approved by the Administrative and Finance Committee and the Executive Committee prior to payment by the Secretary-Treasurer.
Section 3. CHECK WRITING. There shall be two authorized signatures on all checks of the LEPC. The President, Vice-President, Secretary-Treasurer or the County Judges are authorized to sign checks.
Section 4. AUDITING. An annual audit of all financial functions is not mandatory. During the January regular LEPC meeting, or upon request of the Executive Committee, an audit may be directed. The audit, if required, shall be performed by an independent auditor.
ARTICLE VII
NOTICES
Section 1. NOTICES. Any notice required or permitted by these Bylaws to be given to a director, officer, or member of a committee of the Corporation may be given by mail, hand delivery or telecopy. If mailed, a notice is deemed delivered when deposited in the mail addressed to the person at his or her address as it appears on the corporate records, with postage prepaid. If given by telecopy, a notice is deemed delivered when transmitted. A person may change his or her address in the corporate records by giving written notice of the change to the secretary of the corporation.
Section 2. SIGNED WAIVER OF NOTICE. Whenever any notice is required by law or under the articles of incorporation or these Bylaws, a written waiver signed by the person entitled to receive such notice is considered the equivalent to giving the required notice. A waiver of notice is effective whether signed before or after the time stated in the notice being waived.
Section 3. WAIVING NOTICE BY ATTENDANCE. A person’s attendance at a meeting constitutes waiver of notice of the meeting unless the person attends for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
ARTICLE VIII
AMENDMENTS
Section 1. AMENDMENTS. These bylaws may be amended by a two-thirds vote of the members of the board present and voting at any meeting of the LEPC provided that any proposed amendments to these bylaws must be submitted to the members in writing at least one week in advance of the meeting.
ARTICLE IX
RULES
Section 1. ADOPTION OF RULES: PUBLICATION OF PROPOSALS. The Corporation may, as necessary and proper, adopt rules of general application governing the execution of its responsibilities under federal and state law and related applicable regulations. Any such rules must first be published in proposed form not less than ten (10) days prior to final adoption by the Corporation. Publication shall be effected through posting of the proposed rule and a statement of basis and purpose on the public bulletin boards located at the Aransas, Refugio and San Patricio County Courthouses. (The proposed rule together with the statement of basis and purpose are hereafter referred to as “notice of proposed rulemaking.”) Such notice of proposed rulemaking shall invite written public comment on any aspect of the proposed rule during the ten (10) day period. The Executive Committee is encouraged, but not required, to mail notices of the proposed rulemaking to interested local government officials, industries, and citizens.
Section 2. METHOD OF INITIATING PROPOSED RULEMAKING. Any member of the Corporation may recommend the initiation of proposed rulemaking. Any proposed rules shall be initially considered by the Executive Committee, unless otherwise decided by the Corporation. If the Executive Committee, by majority vote approves a proposed rule it shall thereafter proceed to publication as provided in the proceeding section.
Section 3. METHOD OF ADOPTING FINAL RULES. Following the expiration of the (10) day comment period, the Executive Committee shall review all public comments and prepare a statement, which responds to comments raised and discusses the basis for any appropriate changes to the proposal. The Executive Committee shall present such statement of the Corporation. The Corporation shall then vote on the adoption of the proposed rule. If the Corporation acts favorably, the rule shall take effect immediately at the time and date the notice of adoption is first published unless the Corporation determines otherwise.
Section 4. NOTICE OF ADOPTION. Upon adoption of any rule by the Corporation, the Executive Committee also shall publish the Corporation’s response to comments received and any changes to the proposal made in response to such comments. Publication of the final rule shall be in the same manner as that for proposed rules. Nothing herein shall require a specific response to each and every comment received.
Section 5. EMERGENCY RULES. In emergency circumstances, to be determined by the Corporation, the Corporation may adopt rules without prior public notice and comment, provided that no such rule will remain in effect for more than ninety (90) days.
ARTICLE X
PARLIAMENTARY AUTHORITY
Section 1. PARLIAMENTARY AUTHORITY. The rules contained in Robert’s Rules of Order, Newly Revised, shall govern the LEPC and its committees in all cases to which they are applicable and in which they are not inconsistent with these bylaws.
CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting Secretary of the Coastal Plain Local Emergency Planning Committee Corporation and that these Bylaws constitute the Corporation’s Bylaws. These Bylaws were duly adopted at a meeting of the board of directors held on December 9, 2004.
Dated:
Signature
Printed name, Secretary of the Corporation