(a) The commission by order may authorize the creation of a corporation under the Act for the purpose of acting for or on behalf of the commission by developing, financing, designing, constructing, reconstructing, expanding, operating, or maintaining a toll project, as defined by Transportation Code, §201.001, or a system of toll projects.
(b) The creation, dissolution, and all powers, duties, and functions of a corporation are governed by the Act and the Nonprofit Corporations Act, Business Organizations Code, Chapter 22, as provided in the Act. The other sections of this subchapter do not apply, except as provided by this section.
(c) A corporation shall submit to the executive director for approval a contract for the development, financing, design, construction, reconstruction, expansion, operation, or maintenance of a project before the execution of the contract. A corporation shall also submit to the executive director for approval all procurement documents associated with such a contract before the issuance of those documents. A corporation may not issue a request for qualifications or request for proposals for the construction, reconstruction, expansion, operation, or maintenance of a project until the corporation is authorized to do so by the commission.
(d) A corporation may enter into an agreement with the department that identifies the responsibilities of each party for the development, financing, design, construction, reconstruction, expansion, operation, or maintenance of a project, and that defines the support to be provided to the corporation by the department.
(e) A corporation may assign a contract, including a contract described in subsection (c) of this section, to another party for the benefit of a creditor, including the holders of bonds, notes, or other obligations issued by the corporation. The department may assign to a corporation a department contract for the design, construction, reconstruction, expansion, operation, or maintenance of a project for which the corporation was created.
(f) A corporation may borrow money and the department may lend money to a corporation pursuant to state law, including making a loan to a corporation under Transportation Code, §222.103 to pay for or reimburse project costs. A loan made by the department under this subsection must be approved by the commission but is not subject to Chapter 27, Subchapter E of this title (relating to Financial Assistance for Toll Facilities).
(g) Only a full-time, permanent employee of the department may be appointed or serve as a director of a corporation.
(h) Section 15.86 of this subchapter (relating to Conflict of Interest) applies to the directors and employees of a corporation.
(i) Section 15.90 of this subchapter (relating to Reports and Audits) applies to a corporation.

Source Note: The provisions of this §15.95 adopted to be effective March 15, 2012, 37 TexReg 1784