     OFFKE   OF THE ATTORNEY   GENERAL.   SWTE OF TEXAS

     JOHN     CORNYN




                                                   January 5,200l



The Honorable Bill R. Turner                               Opinion No. JC-0327
Brazes County District Attorney
300 East 26th Street, Suite 310                            Re: Whether the board of the Bryan-College
Bryan, Texas 77803                                         Station Economic Development Corporation is
                                                           subject to the Open Meetings Act (RQ-0274-JC)


Dear Mr. Turner:

        You ask whether the board of the Bryan-College      Station Economic Development
Corporation (“EDC”) is subject to the Open Meetings Act. We conclude that it is not.

         You have submitted the EDC’s Articles of Incorporation and Bylaws with your request.’ It
appears from these documents that the EDC is a nonprofit corporation organized under the Texas
Non-Profit Corporation Act to coordinate the economic development of the cities of Bryan and
College Station as well as Brazos County. The EDC is not incorporated under the Development
Corporation Act of 1979, TEX. REV. CIV. STAT. ANN. art. 5 190.6 (Vernon Supp. 2000). The twelve
members of the EDC board are appointed by the Bryan and College Station city councils, the
commissioners    court of Brazes County, the Brazes County Industrial Foundation, and the
Bryan/College Station Chamber of Commerce.          The board must include a member of each city
council and the commissioners court. The two cities and the county provide funding for the EDC
in exchange for the EDC’s services in marketing and promoting the cities and county according to
two contractual agreements entitled “Agreement Between the City ofBryan, City of College Station,
and the Bryan/College Station Economic Development Corporation” and “Agreement Between
Brazes County and the Bryan/College Station Economic Development Corporation.“’ We address
only whether the EDC board is subject to the Open Meetings Act; we do not address whether the
cities and county are authorized to participate in and contract with the EDC.

        The Open Meetings Act, TEX. GOV’T CODE ANN. ch. 55 1 (Vernon 1994 & Supp. 2000),
applies only to a “governmental body.” For purposes of the Act, the term “governmental body”
means:
                       (A) a board, commission, department, committee, or agency
               within the executive or legislative branch of state government that is
               directed by one or more elected or appointed members;


         ‘Letter from Honorable Bill R. Turner, Brazes County District Attorney, to Honorable   John Comyn, Texas
Attorney General (Aug. 23,200O) (on file with Opinion Committee) (attachments).

        ?Yee id.
The Honorable Bill R. Turner     - Page 2          (JC~O327)




                        (B)   a county commissioners     court in the state;

                        (C)   a municipal governing body in the state;

                         (D) a deliberative body that has rulemaking or quasi-judicial
                power and that is classified as a department, agency, or political
                subdivision of a county or municipality;

                        09    a school district board of trustees;

                        (F)   a county board of school trustees;

                        (G)   a county board of education;

                        (H)   thegoverning   board of a special district created by law;
                and

                        (1) a nonprofit corporation organized under Chapter 67,
                Water Code, that provides a water supply or wastewater service, or
                both, and is exempt from ad valorem taxation under Section 11.30,
                Tax Code.

Id. 5 551.001(3) (Vernon Supp. 2000) (emphasis added). We have highlighted the most relevant
items but, for the following reasons, conclude that none apply and that the EDC board is not a
governmental body subject to the Act.

          Because the EDC board’s membership includes only one member of each of the two city
 councils and the county commissioners court, it is not a governmental body within the meaning of
 either subsection (B) or (C). See Tex. Att’y Gen. LO-96-l 13, at 1 (“The inclusion of one city
 council member on the [Chamber of Commerce] committee does not transform the body into a
 governmental body.“). Furthermore, the EDC performs services for the cities and the county
pursuant to a contract. Its board is not a deliberative body that has rule-making or quasi-judicial
power and that is classified as a department, agency, or political subdivision of a county or
municipality.    It does not appear that the county or either city has delegated rule-making or quasi-
judicial power to the EDC. Thus, the EDC board is not a governmental body within the meaning
 of subsection (D). See id.; see also Tex. Att’y Gen. LO-93-55 (concluding that entities that
 contracted with city to provide economic development services and had not been delegated nde-
making or quasi-judicial power were not governmental bodies within meaning of statutory
predecessor to subsection (D)). Finally, because it was organized by its incorporators under the
 Texas Non-Profit Corporation Act and not “created by law,” the EDC is not a special district within
the meaning of subsection (H). See Tex. Att’y Gen. LO-94-090 (concluding that Moore County
Development, Inc., anonprotit corporation organized under Texas Non-Profit Corporation Act, was
not a special district within meaning of Open Meetings Act); see also Tex. Att’y Gen. LO-93-55,
The Honorable Bill R. Turner      - Page 3          (X-0327)




at 3 (noting that although specific statutes authorized city to contract with private entity to administer
economic development program, entity was not created “by law”).

         Althoughanonprotit   corporation’s articles ofincorporationorbylawsmayrequireadherence
to the Open Meetings Act, none of the documents submitted with your request requires the EDC
board to comply with the Open Meetings Act. Nor does the Texas Non-Profit Corporation Act
contain such a requirement. See TEX. REV. CIV. STAT. ANN. arts. 1396-2.09 (Vernon 1997) (“The
by-laws may contain any provisions for the regulation and management of the affairs of the
corporation not inconsistent with law or the articles of incorporation.“); 1396-2.10 (“Meetings of
members shall be held at such place, either within or without this State, as may be provided in the
by-laws.“). Furthermore, the EDC does not appear to be an economic development corporation
created under the Development Corporation Act of 1979 and subject to the Open Meetings Act by
virtue of that statute. Compare Tex. Att’y Gen. LO-96-104 (concluding that the board of directors
of Beeville-Bee County Redevelopment Authority Corporation was subject to the Open Meetings
Act by virtue of section 1 l(b) of the Development Corporation Act of 1979, article 5190.6 of the
Revised Civil Statutes).
         Accordingly, we conclude that the EDC board is not subject to the Open Meetings Act.
The Honorable Bill R. Turner   - Page 4       (JC-0327)




                                     SUMMARY

                     The board of the Bryan-College Station Economic Develop-
               ment Corporation is not subject to the Open Meetings Act.




                                            Attorney General of Texas



ANDY TAYLOR
First Assistant Attorney General

CLARK KENT ERVIN
Deputy Attorney General - General Counsel

SUSAN D. GUSKY
Chair, Opinion Committee

Mary R. Crouter
Assistant Attorney General - Opinion Committee
