BYLAWS OF FLORIDA GAS UTILITY Final-Approved March 25, 2011
BYLAWS
OF
FLORIDA
GAS UTILITY
An Interlocal Agreement Entity
Adopted: March 25, 2011
Effective September 21, 2011
Pursuant to Filing of Third Amended and Restated Interlocal Agreement
TABLE OF CONTENTS
ARTICLEI Offices ...................................................................................................... 1
Section 1. Business Office. .................................................................................... 1
Section2. Other Offices......................................................................................... 1
ARTICLE II The Members ........................................................................................ 1
Section 1. Interlocal Atzreement Entity; Place of Meetings................................. 1
Section 2. Addition of New Members.................................................................... 2
Section 3. Resignation of Members....................................................................... 2
Section 4. Posting of Notice of All Meetings of the Board of Directors and the
ExecutiveCommittee................................................................................................. 3
ARTICLE III Board of Directors ................................................................................ 3
Section 1. Number; Term of Office; Powers; Election of Executive Committee.. 3
Section 2. Quorum; Voting; Adjournment of Meetings....................................... 5
Section 3. Scheduled Meetings; Nominating Committee. ................................... 7
Section 4. Special Meetin-zs................................................................................... 7
Section5. Record Date. ......................................................................................... 7
Section 6. Notice of Meetings................................................................................ 8
Section7. Director List. ........................................................................................ 8
Section 8. Voting; Elections; Inspectors. .............................................................. 9
Section 9. Conduct of Meetinzs............................................................................. 9
Section 10. Desitznation; Other Committees; Powers. ......................................... 10
Section11. Leal Counsel. .................................................................................... 10
ARTICLE IV Executive Committee ......................................................................... 10
Section 1. Executive Committee; Composition; Voting Procedure.................... 10
Section 2. Meetings; Notices. .............................................................................. 11
Section 3. Powers; Governance; ManaLyement. .................................................. 12
ARTICLEV Officers.................................................................................................. 13
Section 1. Number, Titles and Term of Office.................................................... 13
Section 2. Powers and Duties of the Chair of the Board. .................................. 13
Adopted: March 25, 2011
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Section 3. Powers and Duties of the Vice Chair of the Board. .......................... 13
Section 4. General Mana�-,er................................................................................ 14
Section 5. Chief Financial Officer....................................................................... 14
Section6. Secretary............................................................................................. 15
Section7. Resin nation......................................................................................... 15
Section 8. Removal of Officers. ........................................................................... 15
ARTICLE VI Indemnification ................................................................................. 15
ARTICLE VII Special Projects................................................................................ 16
Section 1. Establishment of Project Participant Committee............................. 16
Section 2. Organization of Committee................................................................ 16
Section 3. Recommendations. ............................................................................. 16
Section 4. Quorum, Vote, Procedure................................................................... 17
ARTICLE VIII Affiliates............................................................................................ 17
ARTICLE IX Miscellaneous Provisions ................................................................ 18
Section1. Fiscal Year.......................................................................................... 18
Section2. Notice. ................................................................................................. 18
Section 3. Facsimile Sig natures.......................................................................... 19
Section 4. Fiscal Control. .................................................................................... 19
Section 5. Application of Bylaws......................................................................... 19
Section 6. Other Procedures................................................................................ 20
Section7. Seal. .................................................................................................... 20
Section8. Amendments....................................................................................... 20
Section 9. Effective Date. .................................................................................... 20
Adopted: March 25, 2011
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BYLAWS
OF
FLORIDA GAS UTILITY
ARTICLE I
Offices
Section 1. Business Office.
The business office of Florida Gas Utility, herein "FGU," shall be 4619 NW 53
Avenue, Gainesville, FL 32653, or such other office as may be designated from time
to time by the vote of the Executive Committee as provided herein.
Section 2. Other Offices.
FGU may also have offices at such other places both within and without the
State of Florida as the Executive Committee may from time to time determine or
the business of FGU may require.
ARTICLE II
The Members
Section 1. Interlocal Agreement Entity; Place of Meetings.
FGU is an entity created by interlocal agreement under the authority of
Section 163.01, Florida Statutes, and is a public body corporate and politic. The
Interlocal Agreement entered into on September 1, 1989, as amended by Amended
Interlocal Agreement on June 1, 1992, and as amended and restated by Amended
and Restated Interlocal Agreement dated as of July 1, 1996, as further amended
and restated by the Second Amended and Restated Interlocal Agreement dated as of
July 27, 1999, and as further amended and restated by the Third Amended and
Restated Interlocal Agreement dated as of , 2011, is herein referred
to as the "Interlocal Agreement." The members of FGU are composed of the cities,
municipal authorities or similar government entities as shown in Attachment A, or
as Attachment A may be revised. The members are herein individually called
"Member," or, collectively called "Members." Each Member shall appoint a director
(herein "Director" or "Director Representative" or "Member of the Board" and
collectively the "Directors," or the "Members of the Board"), as a member of the
Florida Gas Utility Board of Directors (the "Board of Directors" or "Board"). The
Adopted: March 25, 2011
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Members of the Board shall elect a chairman (herein the "Chair" or the "Chair of
the Board") and the other officers designated herein. All meetings of the Board
shall be held at the principal office of FGU, or at such other place or places within
or without the state or by telephonic conference call or other electronic
communications as herein provided, as shall be specified or fixed in the notices
thereof.
Section 2. Addition of New Members.
New Members may be added to FGU provided the following conditions are
met:
(1) A prospective Member must be a public agency as defined by Section
163.01(2)(b), Florida Statutes, and qualify for membership under Section 163.01,
Florida Statutes, as it may be amended;
(2) A prospective Member must execute a document of assumption of all
rights and responsibilities as are set forth in the Interlocal Agreement;
(3) A prospective Member must execute a gas services contract with FGU
granting to FGU the appropriate powers to enable FGU to perform the services
which the Member desires to receive;
(4) A prospective Member must be accepted for membership by the
Executive Committee which will be effective after fifteen (15) business days written
notice to the Board of Directors; and
(5) A prospective Member must agree to pay its costs as incurred pursuant
to the schedule of rates and charges as established by the Board of Directors, the
Executive Committee or as otherwise provided by these Bylaws.
Section 3. Resignation of Members.
Subject to the provisions of the Gas Services Agreement, any Gas Supply
Agreement related to a Special Project and any other contracted obligation between
such Member and FGU, and the Interlocal Agreement, any Member may resign as a
Member of FGU:
(1) Upon thirty (30) days written notice to FGU of a violation of the
Member's contract by FGU and failure by FGU promptly to cure the violation; or,
(2) Upon thirty (30) days written notice to FGU of the Member's intent to
terminate upon expiration of that Member's contracts with FGU; or,
Adopted: March 25, 2011
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(3) As otherwise authorized by the Board.
Section 4. Postinz of Notice of All Meetings of the Board of Directors and
the Executive Committee.
Each Member shall post notice of all meetings of the Board of Directors and
Executive Committee in the manner proscribed by law and in full compliance with
the Government in the Sunshine law.
ARTICLE III
Board of Directors
Section 1. Number; Term of Office; Powers; Election of Executive
Committee.
(1) The Board of Directors shall consist of one Director Representative for
each Member. The number of Directors will change from time to time in accordance
with the number of Members as determined by the Interlocal Agreement or upon
the resignation of any Member. Each Member shall select its Director
Representative and may change its Director Representative at any time. An
alternate Director Representative may also be appointed by each Member, who
shall serve in the absence or inability of a Director Representative to act or serve at
any time during that Director Representative's term; however, such Member, by
written notice signed by its duly authorized signatory, must notify FGU of its
selection or re-designation of its Director Representative or alternate Director
Representative before the designated representative may assume his or her duties
as a Director.
(2) Each Director shall hold office until the earlier of (1) the selection of
such Director's successor by the Member who has appointed such Director, or (ii)
such Director's earlier death, resignation or removal. A Director's term shall
automatically expire concurrently with the effective date of the termination of the
membership of the Member of FGU that appointed that Director.
(3) The business and affairs of FGU shall be managed by or under the
direction of the Board of Directors in the manner provided by the Interlocal
Agreement and these Bylaws and, subject to the restrictions imposed by law and
the Interlocal Agreement, the Board of Directors may exercise all the powers of
FGU.
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(4) The Board shall establish and approve policies necessary for FGU to
provide gas or other energy to any of the Members, any Affiliates or any other
customers for delivery to and for the use of existing facilities of each Member or
utility owned by each Member or other customer and any expansion or extensions
thereof, as well as all new facilities that may later come into existence, as provided
for in contracts between each Member or other customer and FGU; and to purchase
or otherwise acquire gas or other energy from Members, other customers, gas
producers, marketers, pipelines or other entity; and for such other purposes of the
business of FGU.
(5) The Board shall also establish and approve all policies for the
administration of natural gas and other energy purchasing, transfers, and sales by
FGU to each Member, customer or other entity.
(6) The Board shall have the authority to establish surcharges in
accordance with the policies established by the Board of Directors, to be applied to
each Member and to increase or decrease such surcharge or make assessments or
refunds in accordance with the provisions of the Interlocal Agreement so that FGU
remains a nonprofit entity.
(7) The Board shall approve the issuance of any bonds, notes or other such
debt obligations of FGU, other than current operating indebtedness incurred in
accordance with normal business operations. The Executive Committee may carry
out the issuance of such debt obligations after initial approval by the Board.
(8) The Board shall ensure that, not later than seven (7) business days
prior to the Annual Meeting for each year, but not later than August 15, each
Director is provided with a proposed budget indicating the estimated surcharge and
the amount of excess revenue which may be proportionately transferred to the
Members or other entity for the fiscal year beginning October 1st of each year. In
addition, the Board shall resolve any dispute concerning the budget, the surcharge,
or revenue transfers and the budget, as approved, shall be adopted by the Board of
Directors at the Annual Meeting.
(9) The Board of Directors shall elect the members of the Executive
Committee and alternates to the members of the Executive Committee
("alternates"), as provided by Article IV, Section (1). The Board may by general
resolution, delegate to the Executive Committee, any specific powers to the extent
permitted by law, in addition to the powers set forth in the Interlocal Agreement
and these Bylaws, it being the general intent of these Bylaws and the Interlocal
Agreement that the Executive Committee shall be responsible for the business,
operation and affairs of FGU. In this regard, the Board delegates to the Executive
Committee by these Bylaws the right to approve the addition of new Members and
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amendments to the annual budget, subject to the limitations contained in the
Interlocal Agreement, to establish or modify operational procedures, to accept the
annual audit and to take such further actions and exercise such further powers, not
inconsistent with previous actions, policies or directions adopted or taken by the
Board, as may be provided in Article IV. The Directors may, by action taken at a
duly called Board meeting, however, revoke the delegation of authority for any
action or proposed action by the Executive Committee, including the establishment
or modification of procedures, the addition of new Members, approval of
amendments to the annual budget and acceptance of the annual audit. Such
revocation shall not, however, void any contract theretofore signed by FGU
pursuant to the express authority and direction of the Executive Committee.
Section 2. Quorum; Voting; Adjournment of Meetings.
Unless otherwise required by law or provided in the Interlocal Agreement or
these Bylaws, a quorum for the purpose of transacting business of FGU by the
Board shall be a majority of the weighted voting rights of all Director
Representatives, as determined below. The concurring vote of at least seventy per
cent (70%) of such weighted voting rights of those Directors who are present, in
person, shall be necessary to decide any question. The weighted votes to be
exercised by the Director Representative for each Member, shall be determined as
set forth below:
(1) Membership in FGU will entitle the Director Representative for each
Member to at least one (1) vote.
(2) For each respective meeting of the Board, the Director Representative
of a Member shall be entitled to an additional one to ten (1 — 10)
vote(s) based on that Member's percentage share, as of the
"Determination Time" described below, of total pipeline transportation
capacity held by FGU for its Members or otherwise made available to
FGU for the purpose of providing gas supply to Members in accordance
with the following schedule:
0-2% 1 vote
2.01-6% 2 votes
6.01-15% 3 votes
15.01-30% 4 votes
30.01-50% 6 votes
50.01-75% 8 votes
>75% 10 votes
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"Determination Time" shall mean the close of business on the business
day next preceding the day on which notice of such meeting of
Directors is given pursuant to these Bylaws.
(3) In addition to the voting rights described in clauses (1) and (2) above, a
Director Representative shall be entitled to an additional one to ten (1-
10) vote(s) based on his or her respective Member's percentage share of
the total gas throughput (usage) of FGU's Members for the 12 full
calendar months preceding the Determination Time, as determined by
FGU staff, subject to the adjustments described below, as allocated in
accordance with the following schedule:
0-2% 1 vote
2.01-6% 2 votes
6.01-15% 3 votes
15.01-30% 4 votes
30.01-50% 6 votes
50.01-75% 8 votes
>75% 10 votes
In determining a Member's percentage share of the total gas throughput (usage) for
such 12 preceding months for purposes of the foregoing calculations, staff shall
exclude historical gas deliveries to such Member that are not scheduled to continue
at the same relative levels during the next succeeding 12 consecutive months under
either the Member's standard Gas Services Agreement or under ongoing Special
Projects.
Notwithstanding the other provisions of the Interlocal Agreement or these
Bylaws, the Chair or a majority of the Directors, present in person and entitled to
vote at any meeting of the Board, whether or not a quorum is present, shall have
the power to adjourn such meeting, from time to time, without any notice other than
announcement at the meeting of the time and place of the holding of the adjourned
meeting. If the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each Director entitled to vote at such meeting.
At such adjourned meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at the meeting as
originally called. All notices required by law shall be given.
Notwithstanding the weighted voting procedures described above, the Board
shall not approve any amendment to the Interlocal Agreement, except at the
Annual Meeting or a special meeting duly called for such purpose, in each case upon
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at least twenty (20) business days prior written notice to each Member specifying in
such notice the amendment or amendments to be approved. Approval of any such
proposed amendment shall require the affirmative vote of not less than seventy
percent (70%) of all Directors based on the weighted voting procedures set forth in
these Bylaws.
Section 3. Scheduled Meetings; Nominatinz Committee.
(1) The Board shall meet at least once annually on the second Wednesday
of August or at such earlier time and place as the Chair may designate from time to
time, by notice to all Director Representatives at least fifteen (15) days, but not
more than sixty (60) days, prior to such date (the "Annual Meeting").
(2) The meetings of the Board of Directors, except for the Annual Meeting,
may be held by telephonic conference call or other electronic communications, to the
extent permitted by law, by means of which all persons participating in the meeting
can hear the others at the same time. Participation by such means shall constitute
presence in person at a meeting.
(3) The Chair shall appoint a Nominating Committee at least twenty (20)
business days in advance of the Annual Meeting or a special meeting called for the
purpose of filling vacant or expiring seats on the Executive Committee, including
alternate Executive Committee members, or for filling the vacancy in any office.
The Nominating Committee shall report to the Directors at such meeting and an
election shall be held by the Directors. Nominations may be made from the floor.
Section 4. Special Meetinzs.
Unless otherwise provided in the Interlocal Agreement, special meetings of
the Board for any purpose or purposes may be called at any time by the Chair of the
Board, or at the request of one Director, and with the concurrence of three (3) or
more Directors polled by the General Manager, with evidence thereof recorded in
the minutes of the meeting. The meeting shall be held at such time and at such
place as may be stated in the notice of the meeting. Business transacted at a
special meeting shall be confined to the purpose(s) stated in the notice of such
meeting. Special meetings may be held by telephonic conference call or other
electronic communications, to the extent permitted by law, and subject to the
conditions provided in Section 3(2) above.
Section 5. Record Date.
For the purpose of determining the number of votes each Director is entitled
to exercise on behalf of its Member at any meeting, or any adjournment thereof, or
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determining the Members entitled to receive payment of any distribution or
allotment of any rights, or entitled to exercise any rights in respect of any lawful
action, the Board of Directors may fix a date as the record date for any such
determination, which record date shall not precede the date on which the action
fixing the record date was taken and which record date shall not be more than sixty
(60) days nor less than ten (10) days before the date of such meeting, nor more than
sixty (60) days prior to any other action.
If the Board of Directors does not fix a record date for any meeting, the record
date for determining Members or Directors for any purpose, entitlements to notice
of, or to vote at such meeting, shall be at the close of business on the business day
next preceding the day on which notice is given. A determination of Directors of
record entitled to notice of or to vote at a meeting shall apply to any adjournment of
the meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
Section 6. Notice of Meetings.
Written notice of the place, date and hour of all meetings, and, in case of a
special meeting, the purpose or purposes for which the meeting is called, shall be
given to each Director by, or at the direction of, the Chair of the Board or the other
person(s) calling the meeting. Notice of the Annual Meeting shall be given
pursuant to Section 3(1). Notice of special meetings shall be given not less than ten
(10) nor more than sixty (60) days before the date of the meeting of the Board,
unless an earlier meeting date is approved by 70% of the Directors (without regard
to weighted voting) in writing prior to, concurrently with, or by voice vote at, such
meeting. Reasonable notice of emergency meetings shall be given, depending upon
the circumstances, but all reasonable efforts will be made to give such notice not
less than three (3) days prior to the meeting. Such notice may be delivered in
accordance with Article IX, Section 2.
Section 7. Director List.
A complete list of Director Representatives entitled to vote at any meeting of
Directors and their weighted voting entitlement shall be maintained by the
Secretary, showing the address of each such Director and Member and the number
of votes which such Director is entitled to exercise on behalf of such Member, and
shall be available for inspection during ordinary business hours, at the principal
place of business of FGU. The Director and Member list shall also be produced and
kept at the time and place of the meeting during the whole time thereof.
Adopted: March 25, 2011
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Section 8. Voting; Elections; Inspectors.
Unless otherwise required by law or provided in the Interlocal Agreement,
each Director shall, on each matter submitted to a vote at a meeting of the Board of
Directors, have the number of weighted or non-weighted votes as provided in these
Bylaws for such purpose, as calculated on the record date for the meeting.
All voting, except as required by the Interlocal Agreement, may be by a voice
vote; provided, however, upon request of the Chair of the meeting or upon demand
therefor by any Director , a written vote shall be taken. Every written vote shall be
taken by ballots, each of which shall state the name of the Director and Member,
the number of votes being exercised, and such other information as may be required
under the procedure established for the meeting.
At any meeting at which a vote is taken by written ballot, the Chair of the
meeting may appoint one or more inspectors, each of whom shall faithfully perform
the duties of inspector at such meeting with strict impartiality and according to the
best of such inspector's ability. Such inspector shall receive the written ballots,
count the votes and make and sign a certificate of the result thereof.
Section 9. Conduct of Meetinzs.
(1) The meetings of the Board of Directors shall be presided over by the
Chair of the Board, or if the Chair is not present, by the Vice Chair. The Secretary
shall act as secretary of such meetings, or if the Secretary is not available, any
assistant secretary shall act, or if neither shall be available, then a secretary for the
meeting shall be appointed by the chair of the meeting.
(2) The chair of any meeting shall determine the order of business and the
procedure at the meeting, including such regulation of the manner of voting and the
conduct of discussion as seem to the chair to be in order.
(3) There shall be maintained permanent written minutes of all meetings
which shall consist, at a minimum, of a summarized statement of the subject matter
considered and action taken, a verbatim transcript of all resolutions proposed, and a
record of the time and place of the meeting, names of the Directors or other
representatives of Members present, its agenda and the notices given. When
approved by the Board of Directors, the minutes shall be signed by the person
entrusted with their preparation.
Adopted: March 25, 2011
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Section 10. Designation; Other Committees; Powers.
In addition to the Nominating Committee and the Executive Committee as
herein provided, the Board of Directors may designate one or more additional
committees, with each such committee to consist of one or more of the Directors of
FGU. Any such designated committee shall have and may exercise such of the
powers and authority of the Board of Directors for the management of the business
and affairs of FGU as may be provided by the Board in such action, except that no
such committee shall have the power or authority to amend the Interlocal
Agreement, to amend, alter or repeal these Bylaws, or to adopt new Bylaws for
FGU.
Section 11. Letzal Counsel.
The Board of Directors shall select one or more legal counsel who shall serve
at the will of the Board. The Board, the Executive Committee and the General
Manager shall have the authority to request services from such counsel in the
furtherance of their respective responsibilities.
ARTICLE IV
Executive Committee
Section 1. Executive Committee; Composition; Voting Procedure.
The Board shall select the members of the executive committee (herein the
"Executive Committee" or the "Committee"), which shall be composed of the Chair
and the Vice Chair (each of whom shall be a Director and may be selected from any
Member classification), two (2) Directors representing municipal gas distributors
(LDCs), two (2) Directors representing municipal electric power generators, and one
(1) at large Director (who may be selected from any Member classification);
provided, however, that if there are less than two Directors of either classification
willing or able to serve as members of the Executive Committee, the remaining seat
or seats may be filled by at large Directors selected by the Board. Executive
Committee members shall serve for two-year terms, subject to the will of the Board.
Concurrently with the selection of regular Executive Committee members,
the Board shall designate three (3) or more alternate members of the Executive
Committee (each an "alternate"), each of whom shall be a Director selected from any
Member classification. Alternate members of the Executive Committee, in the
order of priority designated by the Board, shall fill any vacancy on the Executive
Committee if a member or members of the Executive Committee shall be
unavailable to serve for a particular meeting. The alternates shall only serve upon
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the inability or failure of a regular member of the Executive Committee to attend a
particular meeting for any reason.
If a regular member of the Executive Committee resigns or ceases to be a
Director, the first alternate member then remaining (based on the succession
priority established by the Board) shall automatically become a regular member of
the Executive Committee for the departing member's remaining term, or until a
new regular member of the Executive Committee is elected by the Board.
Members of the Executive Committee and the alternates shall serve at the
will of the Board. Each member of the Executive Committee and each alternate
must be a Director at all times during their respective terms of service. Members of
the Executive Committee and the alternates shall be subject to recall by the Board
regardless of whether or not such member's or alternate's term has expired. If an
individual ceases to be a Director for any reason, he or she shall also concurrently
cease to be a member of the Executive Committee and will be succeeded in office by
the first alternate described above. The Board shall have the authority to appoint
Executive Committee members to succeed themselves for additional full or partial
terms.
The Executive Committee shall meet upon call of the Chair or upon request
of two (2) or more regular members of the Executive Committee. Five (5) members
of the Executive Committee (including regulars and attending alternates) shall
constitute a quorum. Each member of the Executive Committee will have one (1)
vote which shall not be weighted as provided for Directors by Article III, Section 2
and the vote of a majority of those members of the Executive Committee who are
present shall be necessary to decide any question.
Section 2. Meetinzs; Notices. The Executive Committee shall meet at least
quarterly on the third Friday of the months of February, May, August and
November. The August meeting may be combined with the Annual Meeting. Such
meetings may be cancelled when no required business is to be proposed. The Chair
may call special meetings of the Executive Committee at such times and places as
he or she may designate from time to time.
The Chair, or in his absence, the Vice Chair, shall preside over all meetings of
the Executive Committee.
No notice of scheduled quarterly meetings of the Executive Committee shall
be required. Notice of special meetings shall be given at least seven (7) days prior
to the scheduled meeting date. Reasonable notice of emergency meetings shall be
given, depending upon the circumstances, but all reasonable efforts will be made to
give such notice not less than three (3) days prior to the meeting.
Adopted: March 25, 2011
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Notices of any Executive Committee Meeting may be delivered in accordance
with Article IX, Section 2.
Section 3. Powers; Governance; ManaLyement.
(1) Powers. The Executive Committee shall have and may exercise such
powers as may be delegated to it by the Board pursuant to Article III, Section 1(9)
or as otherwise provided in these Bylaws or in the Interlocal Agreement.
(2) Management. The Executive Committee shall recommend and the
Board shall appoint a General Manager for FGU. The General Manager may be a
direct employee of FGU, an employee of a Member providing management services
under contract to FGU, a contract employee of FGU, or a contract employee of a
Member providing management services under contract to FGU. The General
Manager may select or hire such agents or employees as the Executive Committee
may from time to time determine to be necessary to follow the policies of the Board,
but except for the General Manager, the Executive Committee shall have no direct
supervisory authority over any direct employee of FGU, any employee of a Member
providing management services under contract to FGU, or any contract employee of
a Member or FGU.
The business and affairs of FGU shall be managed by the General Manager
under the general direction of the Executive Committee through the Chair in
accordance with policies established by the Board of Directors, and subject to the
restrictions imposed by law and the Interlocal Agreement. The General Manager
shall receive direction from the Chair on behalf of the Executive Committee but
shall not receive direction from any single member of the Executive Committee
except through the Chair. The Executive Committee shall have the authority to
manage the affairs of FGU directly or through a contract with a Member for
management services, or through a combination of direct management and
contractual services. The Executive Committee shall implement the policies
approved by the Board, shall approve operating procedures used by FGU in
carrying out its duties and obligations and shall have the power to approve and
authorize the execution of contracts on behalf of FGU, subject to the direction of the
Board. The Executive Committee may accept and disburse funds for FGU
appropriated to FGU either by any governmental body or from whatever source.
The Executive Committee, on behalf of FGU, may apply for and receive grants and
donations of all kinds, and it may expend all such funds for any lawful purpose
consistent with the general purposes and policy of the Board.
Adopted: March 25, 2011
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ARTICLE V
Officers
Section 1. Number, Titles and Term of Office.
The officers of FGU shall be a Chair of the Board, a Vice Chair of the Board,
a General Manager, a Chief Financial Officer, and a Secretary, and such other
officers as the Board of Directors may from time to time elect or appoint. The
Chair, Vice Chair and Secretary shall hold office for a term of two (2) years or as
such term may be extended by the Board of Directors until such officer's successor
shall be duly elected and shall qualify or until such officer's death or until such
officer shall resign or shall have been removed. The Chair and the Vice Chair shall
not be entitled to serve a successive, consecutive term after serving for two (2)
consecutive terms of two (2) years each. The office of General Manager and
Secretary may be held by the same person. Except for the Chair of the Board and
the Vice Chair of the Board, no officer need be a Director.
Section 2. Powers and Duties of the Chair of the Board.
The Chair of the Board shall preside at meetings of the Board and the
Executive Committee. In the event the Chair cannot be present at a meeting, the
Vice Chair shall perform this responsibility, or in the absence of the Vice Chair,
another Member of the Board designated by the Chair, or Vice Chair, as the case
may be, shall preside. The Chair shall have the power and authority to execute all
documents on behalf of and bind FGU for all lawful obligations, and shall have all
other powers and authorities granted to the General Manager.
Section 3. Powers and Duties of the Vice Chair of the Board.
The Board of Directors may appoint and assign areas of responsibility to the
Vice Chair of the Board, and, in such event, and subject to the overall direction of
the Chair of the Board and the Board of Directors, the Vice Chair of the Board shall
be responsible for supervising the management of the affairs of FGU assigned to the
Vice Chair. In the absence of the Chair, or in the event of the Chair's inability or
refusal to act, the Vice Chair of the Board shall perform the duties of the Chair, and
when so acting shall have all the powers of and be subject to all the restrictions
upon the Chair. Further, the Vice Chair of the Board shall have such other powers
and duties as designated in accordance with these Bylaws and as from time to time
may be assigned to the Vice Chair of the Board by the Board of Directors or the
Chair of the Board.
Adopted: March 25, 2011
13
Section 4. General Manager.
The General Manager shall be the chief executive officer of FGU and, subject
to the general direction of the Executive Committee through the Chair, in
accordance with its operating procedures, shall have general executive charge of the
properties, business and operations of FGU with all such powers as may be
reasonably incident to such responsibilities, shall execute all leases, contracts,
bonds and other evidence of indebtedness and other obligations in the name of FGU
and shall have such other powers and duties as designated in accordance with these
Bylaws and as are from time to time assigned or delegated to the General Manager
by the Executive Committee or the Board.
The Executive Committee shall appoint the General Manager for FGU
subject to approval by the Board of Directors. The General Manager may be a
direct employee of FGU, an employee of a Member providing management services
under contract to FGU, a contract employee of FGU or a contract employee of a
Member providing management services under contract to FGU. The General
Manager may select or hire agents or employees as the Executive Committee may
from time to time determine to be necessary to follow the policies of the Board, but
except for the General Manager, the Executive Committee shall have no direct
supervisory authority over any direct employee of FGU, any employee of a Member
providing management services under contract to FGU, or any contract employee of
a Member or FGU.
The business and affairs of FGU shall be managed by the General
Manager under the general direction of the Executive Committee through the Chair
in accordance with policies established by the Board of Directors, and subject to the
restrictions imposed by law, the Interlocal Agreement and these Bylaws. The
General Manager shall receive direction from the Chair on behalf of the Executive
Committee but shall not receive direction from any single member of the Executive
Committee except through the Chair.
Section 5. Chief Financial Officer.
The Chief Financial Officer shall have the custody of all funds and accounts
of FGU and maintain complete and accurate financial records of all transactions,
prepare financial statements, have the authority to execute all leases, contracts,
bonds and other evidence of indebtedness and other obligations in the name of FGU
and perform such other duties and have such other authority and powers as the
Board may from time to time prescribe or as the General Manager may from time to
time delegate. The Chief Financial Officer shall function under the general
direction of the General Manager and in accordance with FGU policies and
procedures.
Adopted: March 25, 2011
14
Section 6. Secretary.
The Secretary shall keep the minutes of all meetings of the Board of
Directors, the Executive Committee and all other committees of the Board of
Directors, in minute books provided for that purpose; shall attend to the giving and
serving of all notices in the name of FGU; shall have charge of the books and papers
of FGU as the Board of Directors may direct, all of which shall be open for
inspection by any Director during normal business hours at the principal office of
FGU, upon advance written request to the Chair; shall have such other powers and
duties as designated in these Bylaws and as from time to time may be assigned to
the Secretary by the Board of Directors, the Chair of the Board, and the Vice Chair
of the Board; and shall in general perform all acts incident to the office of Secretary,
subject to the control of the Board of Directors, the Chair or the Vice Chair.
Section 7. Resignation.
Any officer may at any time resign such person's office by the delivery of a
resignation in writing to the Board (Attention: the Secretary). Such resignation
shall be effective upon receipt or such later time as FGU shall approve, and
acceptance thereof shall not be necessary to make it effective unless it so states.
Section 8. Removal of Officers.
Any officer may be removed from office at any time by action of the Board of
Directors.
ARTICLE VI
Indemnification
(1) Each Director, member of the Executive Committee, officer, agent and
employee of FGU, whether or not then in office or then employed, and such person's
personal representatives, shall, to the extent permitted by applicable law, be
indemnified by FGU against all costs and expenses actually and necessarily
incurred by such person in connection with the defense of any action, suit or
proceeding in which such person may be involved or to which such person may be a
party by reason of such person being or having been such Director, member of the
Executive Committee, officer, agent or employee, except in relation to matters as to
which such person shall be finally adjudged in such action, suit or proceeding to be
liable for gross negligence or willful or wanton misconduct in the performance of
duty. Such costs and expenses shall include amounts reasonably paid in settlement
for the purpose of curtailing the costs of litigation, but only if FGU is advised in
writing by its counsel that in such counsel's opinion the person indemnified did not
commit such willful or wanton negligence or misconduct. The foregoing right of
Adopted: March 25, 2011
15
indemnification shall not be exclusive of other rights to which such person may be
entitled as a matter of law or by agreement.
(2) FGU may, from time to time, purchase one or more insurance
agreements or bonds to fulfill its obligations hereunder and any and all such
coverages (to include a duty to defend) provided by or contained in any such
insurance agreement, policy or bond shall be primary and FGU's obligation to
indemnify shall not arise unless the payment of any cost, expense or liability is not
covered by such insurance agreement, policy or bond, subject to the terms herein.
(3) Members of the Board of Directors and Executive Committee, members
of any committee designated by the Board of Directors, and the officers, agents and
employees of FGU shall, in the performance of such person's duties, be protected to
the fullest extent permitted by law in relying upon the records of FGU and upon
information, opinions, reports or statements presented by FGU.
ARTICLE VII
Special Projects
Section 1. Establishment of Project Participant Committee.
This Article VII shall implement the provisions of Article VI of the Interlocal
Agreement relating to Special Projects.
Section 2. Organization of Committee.
For any Special Project undertaken by the Board involving investment of
capital, other than minor capital expenditures or for a Study Project, the Executive
Committee shall organize a Project Participant Advisory Committee ("Committee")
consisting of a representative for each Member and nonmember who participate in
the Special Project ("Project Participant").
The Committee shall elect a Chair and shall meet at the call of the Chair, or
upon the call of 25% or more of the membership of the Committee.
Section 3. Recommendations.
The Committee may make any recommendations to the Board or the
Executive Committee of FGU, in writing, regarding any matter relating to the
Special Project, and the recommendations of the Committee shall in good faith be
considered by the Executive Committee or Board in making any decisions of FGU
with respect to the Special Project.
Adopted: March 25, 2011
16
Section 4. Quorum, Vote, Procedure.
Each representative of a Project Participant shall have one vote.
(1) The Committee shall establish rules for the conduct of its meetings
including the quorum and affirmative vote required to pass any action.
(2) The Committee may adopt the notice and other provisions set forth in
Article IX and in Article II, Section 5(3) hereof, regarding the conduct of its
meetings.
ARTICLE VIII
Affiliates
An entity that does not qualify for membership in FGU pursuant to Article II,
Section 3, but is determined by the Executive Committee to meet the following
criteria may become an Affiliate of FGU:
(1) A prospective Affiliate must be an electric generating or distribution
utility or natural gas distribution utility or an agency comprised of such utilities
and determined to have like goals and purpose as FGU's Members;
(2) Establishment of a relationship with the prospective Affiliate must be
determined to provide benefit to FGU and its Members;
(3) A prospective Affiliate must execute a gas services contract with FGU
granting to FGU appropriate powers to enable FGU to perform the services which
the Affiliate requires;
(4) A prospective Affiliate must be recommended by the Executive
Committee; and
(5) A prospective Affiliate must agree to pay charges imposed by FGU in
the amounts and at the times specified and abide by the policies established by the
Board of Directors or the Executive Committee or as otherwise provided by these
Bylaws.
A proposed relationship between a prospective Affiliate and FGU will become
effective fifteen (15) business days after written notice of such relationship was sent
to the Board of Directors by the Executive Committee. An Affiliate will have rights
and responsibilities reasonable and appropriate to the purpose for which the
relationship was established, as determined by the Board. An Affiliate may not
serve as a member of the Board of Directors or as a member of the Executive
Adopted: March 25, 2011
17
Committee or otherwise have or acquire the status of a Member. An Affiliate may
serve on any advisory committee that is appointed by the Chair. An Affiliate may
participate in any Special Project of FGU. An Affiliate will be given the opportunity
to be heard by the Board of Directors and the Executive Committee in respect to
decisions that affect an Affiliate.
All rights granted to, and responsibilities imposed upon, an Affiliate shall be
subject to a determination by FGU that the Affiliate's exercise of such rights, or
performance of such responsibilities, shall not jeopardize the status of FGU as an
entity to which the federal income tax does not apply or jeopardize FGU's ability to
issue debt, the interest on which will be excludable from gross income for federal
income tax purposes.
ARTICLE IX
Miscellaneous Provisions
Section 1. Fiscal Year.
The fiscal year of FGU shall begin on the first day of October of each year.
Section 2. Notice.
Wherever any notice is required to be given by law, the Interlocal Agreement
or under the provisions of these Bylaws, said notice shall be deemed to be sufficient
if given (1) by telegraphic, electronic or wireless transmission (including by telecopy
or facsimile, email or other electronic transmission) at the notice addresses on file
with FGU, or (ii) personally, by deposit of the same in a post office box or delivery to
an overnight courier service company in a sealed prepaid envelope addressed to the
person entitled thereto at such person's post office address, as it appears on the
records of FGU. If emailed, notice is given when directed to the recipient's email
address on file with FGU and the respective "read receipt" is received by the sender.
If mailed, notice is given when deposited in the United States mail, postage prepaid,
directed to the recipient at such recipient's usual business address or upon delivery
to courier. The day the notice is given shall not be counted, and the day set for the
meeting shall be counted. For any notice of less than ten (10) days, if notice is sent
by the United States Mail it shall also be delivered by email or one of the additional
notification procedures described above. All notices shall be subject to other
requirements of applicable law that supersede the notice requirements contained
herein.
Attendance of a person, including without limitation a Director or a member
of the Executive Committee, at a meeting shall constitute a waiver of notice of such
meeting, unless such person shall attend the meeting for the express purpose of
Adopted: March 25, 2011
18
objecting, at the beginning of the meeting, to the transaction of any business on the
grounds that the meeting is not lawfully called or convened. Neither the business
to be transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors, Executive Committee or members of a committee of Directors, need be
specified in any written waiver of notice unless so required by the Interlocal
Agreement, these Bylaws or Florida law.
Section 3. Facsimile Signatures.
In addition to the provisions for the use of facsimile signatures elsewhere
specifically authorized in these Bylaws, facsimile or other signatures of any officer
or officers of FGU may be used unless such use shall be prohibited by the Board of
Directors. Any facsimile signature shall be followed immediately by the delivery of
the original signature to which such facsimile relates.
Section 4. Fiscal Control.
FGU shall maintain its financial records in accordance with generally
accepted accounting principles. An annual budget shall be adopted by the Board.
All financial activities shall be audited by a certified public accountant at the
conclusion of each fiscal year. The annual audit shall be presented to the Executive
Committee for acceptance to be effective after fifteen (15) business days written
notice to each Director, together with a copy of the annual audit and all other
financial records from time to time requested by any Director.
Section 5. Application of Bylaws.
In the event that any provisions of these Bylaws are or may be in conflict
with any law of the United States, of the State of Florida or of any other
governmental body or power having jurisdiction over this entity, or over the subject
matter to which such provision of these Bylaws applies, or may apply, or may be in
conflict with any provision of the Interlocal Agreement, such provision of these
Bylaws shall be inoperative to the extent only that the operation thereof
unavoidably conflicts with such law or provision, and shall in all other respects be
in full force and effect.
Adopted: March 25, 2011
19
Section 6. Other Procedures.
FGU shall comply with such other procedures in the conduct of its business
as may from time to time be required by the laws of the State of Florida, including
those pertaining to entities formed by interlocal agreement pursuant to Section
163.01 of Chapter 163, Part I, Florida Statutes, as amended.
Section 7. Seal.
The seal shall have the name of FGU and the word "seal" inscribed on it and
such other matters as approved by the Board, and may be a facsimile, engraved,
printed, or an impression seal. The seal shall be in the custody of the Secretary, or
upon the Secretary's designation, the Assistant Secretary.
Section 8. Amendments.
The Board of Directors shall have the power to amend and repeal any
provision of these Bylaws in any manner that does not conflict with or is not
inconsistent with the provisions of the Interlocal Agreement. Any such amendment
shall become effective only upon a weighted vote of seventy percent (70%) of all
Directors, as determined pursuant to Article III, Section 2.
Section 9. Effective Date.
These Bylaws shall take effect immediately upon adoption by the Board of
Directors.
Adopted: March 25, 2011
20
ATTACHMENT A
City of Blountstown
City of Chipley
City of Clearwater D/B/A Clearwater Gas System
City of Crescent City
City of DeFumak Springs
Florida Municipal Power Agency
City of Fort Meade
Fort Pierce Utilities Authority
City of Gainesville D/B/A Gainesville Regional Utilities
City of Homestead
Town of Jay
Kissimmee Utility Authority
City of Lake City
City of Lake Worth
City of Lakeland
City of Leesburg
City of Live Oak
City of Marianna
Orlando Utilities Commission
Palatka Gas Authority
City of Perry
City of Starke
City of Sunrise
City of Vero Beach
City of Williston
95579168 vl3
Adopted: March 25, 2011