Loading...
Bylaws 02/01/00 TUE 12:08 FAX BERLINER & COHEN @002 "- ., '----. BYLAWS OF THE SOUTH COUNTY REGIONAL WASTEWATER AUTHORITY ARTICLE I. Name. Qfganization and Purpo~e. Principal Oft:ice Section 1.0~. ~. The name of this joint exercise of powers authority is the SOUTH COUNTY REGIONAL WASTEWATER AUTHORITY (hereinafter referred to as the "Authority"). Section 1.Q~. Orqan~zatian. The Authority is a joint exercise of powers authority organized pursuant to the Joint Exercise of powers Act. Chapter 5, Division 7, Title 1 (commencing at Section 6500) of the Government Code of the State of California (the "Joint Exercise of powers Act") and a Join~ Exercise of powers Agreement creating the South County Regional Wastewater Authority, dated May 19, 1992 (the "Joint Exercise of Powers Agreement") by and between the City of Gilroy and the City of Morgan Hill (the "Member Agencies"). Section 1.03. Principal Office (Mailing Address). The principal office of the Authority is hereby fixed and located at the offices of the City of Gilroy, 7351 Rosanna street, Gilroy, California 95020-2409. The Board may change the principal office and/or mailing address from one location to another. Any such change shall be noted by the Secretary opposite this Section, but shall not be considered an amendment to these Bylaws. ARTICLE 11. Qirectors Section 2.01. Powers. Subject to limitations of the Joint Exercise of Powers Agreement, all powers of the Authority shall be exercised by or under the authority of. and the business and affairs of the Authority shall be controlled by, the Board of Directors (the "Board"). NO Director shall be responsible for any error in judgment or for anything that he or she may do or refrain from doing in good faith. without prejudice to such 02/01/00 Tim 12:08 FAX BERLINER & COHEN 141003 ----. "-..... general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers, to wit: Eirst - to select and remove all of the officers, agents and employees of the Authority, prescribe such powers and duties for them as may not be inconsistent with law or the Joint Exercise of Powers Agreement, fix their compensation and require from them security 'for faithful service; Second to conduct, manage and control the affairs and business of the Authority and to make such rules and re9ula~ions therefor not inconsistent with law and the Joint Exercise of Powers Agreement. as the Board may deem best; and Third - to borrow money and incur indebt- ednesS for the purposes of the Authority, and to cause to be executed and delivered there- for, in the name of the Authority, promissory notes, bonds, certificates of participation, debentures, deeds of trust, mortgages, indentures, pledges, hypothecations or other evidences of debt, and securities therefor. Section 2.02. Number of OirectoLS- The authorized number of Directors shall be five unless changed by amendment of the Joint Exercise of Powers Agreement. &ection 2.03. Selection and Term of Offica. The Directors shall be appointed in accordance with the provisions of the Joint Exercise of powers Agreement, which provides that each Director shall serve on the Board at the pleasure of the City Council by which such Director was appointed and may be removed at any time, with or without cause, at the sole discretion of such city Council. In any case, the term of the Director shall terminate if and when such Director ceases to be a member of such City Council. Section 2.~. Vacancies. Any Director may resign effective upon <:Jiving written notice to the Chairperson. the Secretary or the Board, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be appointed by the City Council from which the Director was appointed before such time, to take office when the resignation becomes effective. 2 80960001/13 02/01/00 Tlffi 12:09 FAX BERLINER & COHEN @004 ''-_/ '-' A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation, or removal of any Director. or if the authorized number of Directors is increased pursuant to an amendment to the Joint Exercise of Powers Agreement. Vacancies in the Board shall be filled in the same manner as the Director whose office is vacant was selected. .1\RTICLE III Meetinas: Rules of proceedinas Section 3.01. Reaular MeetinQs. The regular meetings of the Board shall be held on the 2nd and 4th Tuesday of each and every calendar month at the hour of 7:30 o'clock a.m. ~ection 3.02. ~aular Meetina Place. All regular meetings of the Board shall be held at either the offices of the city of Gilroy or the offices of the City of Morgan Hill as the Board of Directors shall be notified prior to each such meeting. The Board may change the regular meeting place from one location to another. Any such change shall be noted by the Secretary opposite this section but shall not be considered an amendment to these Bylaws. section 3.03. Order of Business. The order of business at the regular meetings of the Board shall be as follows: a) ~oll Call/Certification of Minutes b) Approval of Minutes c) Consent Calendar d) Bids & Proposals e) Old Business f) New Business 9) Communications h) Reports (1) Board of Directors (2) Staff i) General Public j) Adjournment Section 3.0~. Rules of proceedinas. a) ouorum. A majority of the Directors shall constitute a quorum of the Board for the transaction of business. provided that there is at least one Director from each Member Agency, except that less than a quorum may adjourn from time to time. 3 80980001 n 3 02/01/00 Tl1E 12:09 FAX BERLINER & COHEN @005 ......../ .'-,.,..-J b) ~!;lthod of Action. The Board shall act only by ordinance, resolution or motion which, to become effective. shall be adopted by a vote of the majority of those present and qualified to vote. provided such majority is comprised of at least one Director from each Member Agency. c) Recording VQte. Except where action shall be taken by the unanimous ~ote of all Directors present and voting, the ayes and noes shall be taken on all actions had. d) Brown Act. The Ralph M. Brown Act (Government Code ~54950 et. ~.) shall govern on all matters therein set forth. Section 3.05. Mailina Address. The official address of the Authority is hereby established as Gilroy, Gilroy city Hall, 7351 Rosanna Street, California 95020-2409. mailing Ci ty of Gilroy, ARTICLE IV. Officers Section 4.01. Officers. The Authority shall have three officers: Chairperson, Vice Chairperson and Secretary. The Board shall elect a Chairperson and a Vice Chairperson from among its Directors; the Secretary may. but need not be a Director. The Officers shall hold office for a period of one year, commencing July 1 of each and every fiscal year; provided, however. the first officers appointed shall, if appointed prior to July 1, 1992. hold office from the date of appointment to June 30, 1993; provided further, that in the event that a Member Agency removes from the Board a Director serving as an officer, the Board shall appoint another Director to fill the vacant office for the ~emainder of that fiscal year. Section 4.02. Removal and Resianatj.on. Any officer may resign, or may be removed, with or without cause, by the Board at any time. Vacancies caused by death, resignation or removal of any officer may be filled by appointment by the Board, or by the Chairperson until such appointment by the Board. Section 4.03. Chai r-person. The Chai [person may move or second a motion and shall preside at the meetings of the Board. The Chairpel:son's duties shall be to call meetings to order, adjourn meetings, announce the business before the Board in the order in whiCh it is to be acted upon, recognize Directors and non-directors entitled to the floor, put to vote all questions moved and seconded, announce results of votes, maintain the rules of order, execute documents on behalf of the 4 B098000 1113 02/01/00 Tlm 12:09 FAX BERLINER & COHEN l4I006 -....-/ ....----. Authority when duly approved for action, and carry duties set forth in the Bylaws. The Chairperson entitled to exercise his full voting rights on all before the Board and need not relinquish the chair to question before the Board. out other shall be questions discuss a Section 4.04. Vice Chairperson. In the absence or disability of the Chairperson, the Vice Chairperson shall perform all the duties of the Chairperson, and when so acting shall have all the powers of, and be SUbject to all the restrictions upon, the Chairperson. The Vice Chairperson shall have such other powers and perform such other duties as from time to time may be prescribed for the Vice Chairperson by the Board or by the Bylaws. section 4.05. SecJ;"etarv. The Secretary shall keep at the principal office of the Authority a book of minutes of all meetings of the Board. with the time and place of holding, how Ca lIed or authorized, the not ice thereof given. and the names of those present at such meetings. The Secretary shall also attest to the signature of the Chairperson on all documents executed by the Chairperson on behalf of the Authority. Section 4. O~. Subordinate Officers. Subordinate officers shall perform such duties as shall be prescribed from time to time by the Board. ARTICLE V. Miscellaneous Section ?Ol. Execution of Documents. Notwithstanding Sections 4.03 and 4.05 hereof, the Board may authorize any officer or officers or employee or employees as agent or agents to enter into any contract or execute any instrument in the name of and on behalf of the Authority, and such authority may be general or confined to specific instances; and unless so authorized by the Board. no officer, agent or other person shall have any power or authority to bind the Authority by any contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount. S~ction 5.02. .Inspection of Bvlaw~. The Authority shall keep in its principal office the original or a copy of these Bylaws, as amended or otherwise altered to date. certified by the Secretary, which shall be open to inspection by the Member Agencies and the Directors at all reasonable times during office hours. 5 80980001/13 02/01/00 Ttffi 12:10 FAX BERLINER & COHEN 19JUU7 '- '-/ section 5.03. Fiscal Year. The fiscal year of the Authority shall begin July 1 and end June 30 of each year, except for the first fiscal year which shall run from the date of the Joint Exercise of Powers Agreement to June 30, 1993. Section 5.05. DissolutiQQ. In the event of dissolution of the Authority in any manner and for any cause. after the payment or adequate provision for the payment of all of its debts and liabilities, all of the remaining funds. assets and properties of the Authority shall be paid or distributed to the Member Agencies in the manner provided in the Joint Exercise of Powers Agreement. Section 5.06. Constq-\ct ion and Defini tions. Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the Joint Exercise of Powers Agreement shall govern the construction of these Bylaws. If any section, subsection, sentence. cla~se or phrase of these Bylaws. or the application thereof, is contrary to the Joint Exercise of Powers Agreement, the provisions of that Agreement shall prevai 1. Wi thout limiting the generali ty of the foregoing, the masculine gender includes the feminine and neuter. the singular number includes the plural and the plural number includes the singular, and the term "person" inCludes a corporation as well as a natural person. ARTICLE VI. Amendments Sectiop 6.01. adopted or these Board. Except as these Bylaws shall Power of Directors. New Bylaws may be Bylaws may be amended or repealed by the herein expressly provided, no amendment to be effective until approved by the Board. " 6 8098001'1-1 (13 " "