Hello Directors,
While Strategic HFC has long sought to maintain consistency with the Texas Open Meetings Act (TOMA), our voluntary commitment to the Act has since become a requirement after the passage of the Chapter 394 HFC reform legislation, HB21, in May. Attached, in both PDF and Word format, is a proposed resolution to be considered at the August 14 board meeting and proposed revisions (in red-line format) to the bylaws intended to maintain our compliance with TOMA. These revisions are proposed based on guidance staff and board President Wenig received from legal counsel in a TOMA briefing after the passage of HFC reform. Additionally, staff has re-read relevant sections of the Act and the Attorney General's TOMA guidelines.
The summary of notable changes are as follows:
Revisions made to clarify that quorum is constituted by the majority of Directors then seated and not by the total number of board positions, whether vacant or occupied.
Section 4.5 pertains to committees that have the authority of the board of directors. Language has been changed to bring these types of committees into compliance with TOMA.
Section 4.6 pertains to advisory committees that do not have authority of the board of directors but rather provide recommendations to the board of directors. I've changed the name of the section from "Standing Committees" to "Advisory Committees" to reflect their advisory role and differentiate it from the standing committees described in section 4.5. All of our current committees operate as advisory committees. Generally, so long as committees do not have rulemaking authority and do not include a quorum of Directors, TOMA requirements do not apply, and I've added language to reflect this.
Section 4.6.3 pertains to Real Estate Committee. I have revised the language to better reflect that this is an advisory committee.
Please let me know if you have any questions, suggested revisions, or comments no later than Thursday, August 7th.
Regards,
David Dinoff
Deputy Director (staff)
