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HomeMy WebLinkAboutAgenda - 06-06-1994-IX-B O R A N G E C 0 U N T Y 1 BOARD OF COMMISSIONERS ACTION AGENDA-ITEM ABSTRACT Meeting Date: June 6. 1994 Action Agenda Item # MY-8 SUBJECT: MEMBERSHIP IN UPPER NEUSE BASIN ASSOCIATION DEPARTMENT. PLANNING • PUBLIC HEARING Yes _x—No ATTACHMENT(S) : INFORMATION CONTACT: Memorandum From D.E. Benton, Jr. Mary Willis By-Laws of Upper Neuse Basin Association Inc. Extension 2583 Resolution of Intent to Participate TELEPHONE NUMBERS: Hillsborough-732-8181 Durham -688-7331 Mebane -227-2031 Chapel Hill -967-9251 PURPOSE: To indicate whether or not Orange County intends to be a member of the Neuse River Basin Association Inc. BACKGROUND: At a meeting of the Falls Lake Workgroup on June 22, 1993, the possibility of taking the following steps in addressing water quality concerns in the Falls Lake Watershed was discussed: - conducting a focused study of water quality concerns in the Falls Lake Watershed; - developing a management program for the watershed; and - forming a watershed management association that could guide any additional analysis or management program. At its meeting on August 17, 1993, at the request of the Triangle J Council of Governments, the Board of Commissioners considered the steps listed above and indicated its conceptual support, provided that an equitable regional distribution of economic development activity was taken into account, and that users of the water being protected would assisting in paying the costs of protection (letter attached) . The mission assigned by the Falls Lake Workgroup to the watershed management association is to "preserve the water quality of the Upper Neuse River through innovative and cost-effective pollution reduction strategies by: 1. Forming a coalition of units of local government, public and private agencies and other interested and affected communities, organizations, businesses and individuals to secure and pool financial resources and expertise; and i 2 . Collecting and analyzing information and data and developing, evaluating and implementing strategies to reduce, control and manage pollutant discharge; and 3. Providing accurate technical, management, regulatory and legal recommendations regarding the implementation of strategies and appropriate effluent limitations on discharges into the upper portion of the Neuse River. " Orange County may be a Corporate member of the Association because it has planning jurisdiction over land located with in the Upper Neuse Basin (Little River and Flat River Watersheds) . As a Corporate member, Orange County Board of Commissioners may appoint (from its membership) a member and an alternate to the Association Board of Directors. Annual Association dues will be established. The Board of Directors would meet at least semi-annually, and additional regular meeting times may be established. Special meetings may also be called. Each member agency may also designate a representative to the Technical Advisory Committee, which is responsible for program planning and coordination, and developing recommendations to be considered by the Board of Directors. RECOlrIIYMATION: If the Board of Commissioners wishes to be a member of the Upper Neuse Basin Association, the Administration recommends that the Board of Commissioners: 1. Appoint a Commissioner (or designee) as member of the Association Board of Directors; and 2 . Appoint a Commissioner (or Designee) as alternative to the Association Board of Director; and 3. Designate a staff member to the Technical Advisory Committee. r 7 1 Y 3 RESOLUTION OF INTENT TO PARTICIPATE IN THE INT'ERLOCAL UPPER NEUSE RIVER BASIN ASSOCIATION, INC. WHEREAS, Orange County is committed to the preservation and protection of the present high quality of water in the Upper Neuse River Basin; and WHEREAS, Orange County recognizes the increasingly complex nature of water quality management issues in the Upper River Neuse Basin; and WHEREAS, the basic objective of the Upper Neuse River Basin Association is to preserve the water quality of the Upper Neuse River Basin through innovative and cost-effective pollution reduction strategies by forming a coalition of units of local governments and other public and private agencies, organizations, businesses and individuals to pool financial resources and expertise; and WHEREAS, Orange County desires to cooperate with other local government entities to improve the efficacy of pollution reduction strategies and programs in the Upper Neuse River Basin. NOW, THEREFORE BE IT RESOLVED that the Orange County Board of Commissioners during its regular meeting on June 6, 1994, authorized Orange County to participate as a member in full n the activities of the Upper Neuse Basin Association effective June 7, 1994. Be it further resolved that is authorized to sign all documents required for (Official) Orange County to participate as a member in full in the Lower Neuse River Association. ORANGE COUNTY COMMISSIONERS P.O. Box 8181 4 HILLSBOROUGH, N.C. 27278 Moses Carey,Jr. 732-8181 Alice M. Gordon 968-450'. Stephen H. Hakotis 688-7331 Verla C. Insko 227-2031 Don Willhoit 644-3064 (Fax) September 20, 1993 Mary Cates, Vice Chair Triangle J Council of Governments 100 Park Drive, PO Box 12276 Research Triangle Park, NC 27709 Dear Ms. Cates: At its meeting on August 17, 1993, the Orange County Board of Commissioners considered the concepts proposed by the Falls Lake Workgroup concerning the water quality within the Lake and offers the following comment: 1. The Board supports, in concept, a focused study that would recommend best management practices for the protection of Falls Lake Watershed, distributed regional economic development activities to minimize density in critical watershed areas and the concept of equity -- that the beneficial users of the water should assist in putting in the watershed protection measures. 2 . The Board supports the idea of a management program for the Falls Lake Watershed that would: - track development and other activities that pose a risk to water quality; monitor water quality in the lake and pollution loads from selected tributaries; conduct investigations and assessment of activities that discharge pollution or pose a threat of thrills; and report findings to participating units of government. YOU COUNT IN ORANGE COUNTY ! Mary Cates, Vice Chair September 20, 1993 4a Page 2 The Board supports the idea of a Falls Lake Watershed Association that could preserve the Falls Lake as a major water resource which provides water supply, recreation, water quality, and flood control benefits through collaborative actions of its membership. The association would collect and analyze information, identify problems and develop cost-effective solutions, and secure and pool financial resources and expertise. Sincerely, oses Carey., Jr. , air Board of Commissioners 5 To: UPPER KRUSE BASIN ASSOCIATION MEMBERS From: D.E. Benton, Jr. Date: March 10, 1994 Attached for your review are the draft by-laws for the Upper Neuse Basin Association incorporating the points we discussed at our meeting in Durham on October 19. You will recall that we used the draft by-laws of the Lower Neuse River Basin Association as a model. Revisions were made in the sections and articles pertaining to field of membership, quorum for the transaction of business, and the organizational structure of the Association. Some additional minor changes in language have also been added. The major changes include the following: • Quorum. For purposes of transacting business, two-thirds of the directors holding office (in effect, two-thirds of the members) must be present at the meeting. • Field of membership. Corporate (voting) membership will be open to all units of local government in the Upper Neuse Basin with land use ,responsibilities and to one member from the Soil and Water Conservation Districts in the Basin. Affiliate (non-voting) membership will be open to other public and private organizations at the discretion of the Board of Directors. • Oraanization. A technical coordinating committee with responsibility for program planning and coordination and with responsibility for making recommendations to the Board of Directors will be established. The Board of Directors will be comprised of elected officials, one per full voting entity and one alternate in case of the Director's absence. Please note all the changes and let me know if you concur. Also enclosed is a draft resolution of intent to participate. There was general consensus at our meeting that each of us would ask for a resolution from our respective governing bodies and that at our next meeting we would meet as an Association. Please call Carl Simmons at (919) 890-3400 or Linda Hyman at (919) 890- 3125 if you have questions or need additional information. MEMBERS : Durham County City of Durham Granville County Orange County Town of Hillsborough Person County City of Roxboro Wake County City of Raleigh Town of Creedmoor Butner Franklin County cc: Alan Clark, NCDEHNR-DEM 6 BY-LAWS of UPPER NEUSE BASIN ASSOCIATION, INC. ARTICLE I MISSION Mission Statement : The Mission of the Corporation shall be to preserve the water quality of the Upper Neuse River through innovative and cost-effective pollution reduction strategies by; 1. Forming a coalition of units of local government,public and private agencies, and other interested and affected communities, organizations, businesses and individuals to secure and pool financial resources and expertise; 2 . Collecting and analyzing information and data and developing, evaluating and implementing strategies to reduce, control and manage pollutant discharge; 3 . Providing accurate technical, management, regulatory and legal recommendations regarding the implementation of strategies and appropriate effluent limitations on discharges into the upper portion of the Neuse River. The Corporation will exclude from its permissible activities any political actions which would favor one party over another or one region over another. Furthermore, the Corporation will not participate in or intervene in any political campaign on behalf of any candidate for office, nor will the Corporation in any substantial or material way carry on propaganda activities or otherwise attempt to influence legislation. It is the express purpose of the Corporation to engage in the above-listed activities only to the extent that such activities 5 comport with. the exemption from income tax provided by Section 501 (c) (3) of the Internal Revenue Code. ARTICLE II DEFINITIONS For purposes of these By-laws, the following terms and phrases shall have the respective meanings indicated for each: A. "Corporation" is the Upper Neuse River Basin Association, Inc. B. " Upper Neuse River Basin" is the geographic area from the headwaters of the Neuse River to Falls Lake Dam into which publicly and privately owned sewage treatment plants discharge wastes. C. "Units of Local Government" shall include towns , cities, and counties within the Upper Neuse River Basin. D. "Agencies" , "organizations" , and "businesses" shall include both public and private agencies , organizations and businesses. ARTICLE III OFFICES Section 1 . Principal Office: The location of the principal and the other offices of the Corporation will be determined by the resolution of the Board of Directors. 8 ARTICLE IV MEMBERSHIP Section 1 . Field of Membershin: Corporate membership shall be open to of all units of local government with land use responsibilities in the Upper Neuse River Basin and to one member (only) from the Soil and water Conservation Districts in the Upper Neuse Basin. Each corporate member shall have the authority to appoint one Director and one alternate to the Board of Directors . Affilliate membership shall be open to other public and private agencies at the discretion of the Board of Directors. Section 2 . Termination of Membership : Corporate membership may be terminated voluntarily by a member with one hundred and eighty (180) days notice to the Board of Directors. Membership may be terminated involuntarily by majority vote of the Board of Directors for just cause including failure to pay Association dues . Termination of membership shall be preceded by notice to the member not less than one hundred and eighty (180) days prior to the effective date of termination. ARTICLE V BOARD OF DIRECTORS Section 1 . General Powers: The business and affairs of the Corporation shall be managed by the Board of Directors . In addition to the power and authority expressly conferred upon it by these By-laws, the Board of Directors may exercise all powers of 9 the Corporation and do all such acts and things not otherwise prohibited by law or the Articles of Incorporation. Section 2 . Number and Appointment The number of Directors constituting the Board of Directors shall be one (1) per full voting entity, with (1) alternate per full voting entity in case of the Director' s absence. The exact number of directors may be fixed by the resolution of the Board of Directors from time to time. Each director shall hold office for a period of three (3 ) years or until his resignation , retirement , removal , disqualification or his successor is appointed and qualified. Section 3 . Removal: Any director may be removed from office at any time, with or without cause, by the appointing authority. Section 4 . Reaular Meetings : A regular annual meeting of -:he Board of Directors shall be at a date set by the directors . In addition, the Board of Directors shall hold semi-annual meetings and may establish additional regular meeting times . All such meetings shall be held at such times and places as the Board of Directors shall determine. All meetings will be held in accordance with North Carolina open meetings statutes. Section 5 . Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the Chairperson, Vice Chairperson and Secretary or by any two or more directors . The person or persons authorized to call special meetings of the Board may fix any place within the Service area as the place for the holding of such special meeting. Section 6 . Notice of Meetings: Notice of each meeting of the Board of Directors shall be in writing, shall state the place, 10 day and hour of the meeting and, in the case of a special meeting, shall state the purpose or purposes for which such meeting is called. Each such notice shall be given in accordance with the State of North Carolina' s open meetings laws. All notices shall be delivered personally or sent by mail or facsimile to each director at his or her address as shown in the records of the Corporation. If such notice is given by mail, such notice shall be deemed to have been given when deposited in the United States Mail, with first-class postage thereon. Section 7 . Quorum: Two-thirds of the directors then holding office shall constitute a quorum for the transaction of business by the Board of Directors; provided, that if less than two-thirds of the directors shall be present at the time and place of any meeting, the directors present may adjourn the meeting from time to time until a quorum shall be present, the notice of any adjourned meeting need not be given. Once a quorum is present at a meeting, the exiting or abstention of any director shall not remove such quorum and all business which otherwise could have been conducted at such meeting may continue to be conducted. Section 8 . voting: Except as otherwise expressly provided by statute or by the Charter of the Corporation or by these By- laws, the action of a majority of the directors present and voting at a meeting at which a quorum is present shall be the action of the Board of Directors . Each unit of local government, and public and private agency or corporation belonging to the Corporation shall be entitles to one (1) Director and one (1) vote on any matter coming before the Board of Directors of the Corporation. 11 Section 9 . Resignation of Directors : Any director may resign at any time by giving notice thereof in writing to the Chairman or Secretary of the Corporation and the appointing authority. Such resignation shall take effect at the time specified by the Chairman or Secretary unless it shall be necessary to accept such resignation by its terms before it becomes effective, in which event the resignation shall take effect upon its acceptance by the Board of Directors. Section 10 . Vacancies : In the event of any vacancy occurring in the Board of Directors due to death, resignation, removal, disqualification or otherwise, the remaining directors shall continue to act, and such vacancy shall be filled as soon as is practicable by appointment in accordance with the manner in which the vacating Director obtained office. Any director so chosen shall hold office for the unexpired portion of the term of the person whom the newly appointed director succeeds and until his successor shall have been appointed and qualified, or until his death, or until he shall resign, be removed or shall become disqualified. Section 11. Compensation of Directors : Directors shall not receive any compensation for their services as such. ARTICLE VI OFFICERS Section 1. Number: The officers of the Corporation shall consist of a Chairperson, a vice Chairperson, a Secretary and a Treasurer (the last two of which offices may be held by the same 12 person) . The Board of Directors shall appoint a Clerk to provide staff services for the Association, and may, from time to time, create and establish the duties of such other officers as it deems necessary for the efficient management of the Corporation. Section 2 . Election and Term: All officers shall be elected by the Board of Directors at the annual meetings of the Board. Each officer shall serve a term of one (1) year, running concurrently with the fiscal year of the Corporation (Or until their successors shall have been duly elected and qualified) . Section 3 . Compensation: The officers of the Corporation shall not receive any compensation for their services as such. Section 4 . Removal : Any officer or agent elected or appointed by the Board of Directors may be removed, with or without cause, by a majority vote of the entire Board of Directors at any meeting with respect to which due notice of such purpose has been given to the Directors. Section 5 . Chairperson: The Chairperson shall preside at all meetings of the Board of Directors . The Chairperson shall cause to be called special meetings of the Board of Directors in accordance with the requirements of these By-laws. The Chairperson shall enforce these By-laws and perform all duties incident to the office and which are required by law, and generally shall supervise and control the day-to-day business and affairs of the Corporation. Section 6 . vice Chairperson: During the absence or incapacity of the Chairperson, the vice Chairperson shall perform the duties of the Chairperson and when 'so acting shall have all the powers and be subject to all the responsibilities of the office of 13 Chairperson and shall perform such duties and functions as the Board of Directors may prescribe. Section 7 . Secretarv: The Secretary shall keep accurate records of the acts and proceedings of all meetings of directors and committees of directors . The Secretary shall have the authority to give all notices required by law or these By-laws . The Secretary shall be custodian of the corporate books, records, contracts and other documents . The Secretary may affix the Corporate seal to any lawfully executed documents requiring it and shall sign such instruments as may require a signature . The Secretary shall perform whatever additional duties and have whatever additional powers the Board of Directors may from time to time assign The Secretary may delegate certain administrative responsibilities to employees or staff members but may not relieve himself/herself of liability as an officer of the Corporation. Section S. Treasurer: The Treasurer shall have custody of all funds and securities belonging to the Corporation and shall receive, deposit and disburse the same under the direction of the Board of Directors pursuant to a duly adopted corporate resolution. The Treasurer shall keep full and true accounts of all receipts and disbursements and shall make such reports of the same to the Board of Directors . The Treasurer shall perform whatever additional duties and have whatever additional powers the Board of Directors may from time to time assign. Section 9 . Executive Director: The Board of Directors may, when deemed necessary, employ an Executive Director who shall be the chief administrative official of the Corporation. The 14 Executive Director would be responsible for the administration of the Corporation affairs placed in the Executive Director' s charge under these By-laws or by resolution adopted by the Board of Directors . Section 10. Technical Advisory Committee: A Technical Coordinating Committee with responsibility for program planning and coordination and with responsibility for making recommendations to the Board of Directors shall be established. Each member of the TCC shall be designated by the their member agency. Section 11. Bonds: The Board of Directors may by resolution require any or all of the officers, agents or employees of the Corporation to give bonds to the Corporation with sufficient surety or sureties, conditioned on the faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time be required by the Board of Directors. ARTICLE VII AFFILIATE ORGANIZATIONS Section 1 . General Powers: Affiliate organizations are not voting entities in the Association. Section 2 . Number and Appointment : The Board of Directors shall appoint outside organizations to be affiliate organizations, but not voting members, from time to time and as it deems necessary. 15 Section 3 ., Removal : The Board of Directors may remove any organization as an affiliate organization at any time, with or without cause. Section 4 . Compensation: Affiliate organizations of the Corporation shall not receive any compensation for their services as such. ARTICLE VIII CONTRACTS: CHECKS AND DEPOSITS Section 1. Contracts: The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract, lease, or to execute and deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances . The Board of Directors may enter into employment contracts for any length of time it deems appropriate. Section 2 . Checks and Drafts: All checks, drafts or other orders for the payment of money issued in the name of the Corporation shall be signed using dual signatures by such manner as from time to time shall be determined by resolution of the Board of Directors . Section 3 . Deposits : All funds of the Corporation not otherwise employed from time to time shall be deposited to the credit of the Corporation in such depositories as the Board of Directors shall direct. Section 4 . Financial Transactions : All financial transactions will be in accordance with the North Carolina Local Government Fiscal Control Act. 16 ARTICLE I% PROPERTY Section 1 . Corporate Property: Any sale or any transfer of stock, bond, security or any other property standing in the name of the Corporation shall be valid only if signed by the Corporation acting through any two officers, acting pursuant to authority given by the resolution of the Board of Directors. ARTICLE B AMENDMENT: These By-laws may be amended, altered or repealed, in whole or in part, by an affirmative majority vote of Board members then holding office. 17 ARTICLE XI MISCELLANEOUS Section 1 . Fiscal Year: The Board of Directors is authorized to fix the fiscal year of the Corporation and to change the same from time to time as it deems appropriate. Section 2 . Seal: The Corporate seal shall be in such form as the Board of Directors may from time to time determine. Section 3 . Annual Audit : Not later than three (3 ) months after the close of each fiscal year, the Corporation shall have an independent audit prepared detailing the financial condition of the Corporation. Section 4 . Indemnification: Any person who at any time serves or has served as a director, officer, employee or agent of the Corporation for any other enterprise, shall have a right to be indemnified by the Corporation to the fullest extent permitted by law against: a. reasonable expenses, including attorneys ' fees, actually and necessarily incurred by him in connection with any threatened, pending or completed action, suit or proceedings,whether administrative or investigative, and whether or not brought by or on behalf of the Corporation, seeking to hold him liable by reason of the fact that he is or was acting in such capacity; and b. reasonable payments made by him in satisfaction of any judgement, money decree, fine, penalty or settlement for which he may become liable in any such suit or preceeding. The Board of Directors of the Corporation shall take all such actions as may be necessary and appropriate to authorize the Corporation to pay the indemnification required by this By-law, including without limitation, to the extent needed, making a good 18 faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him and giving notice to , and obtaining approval by, the members of the Corporation. Any person who at any time after the adoption of these By-laws serves or has served in any of the aforesaid capacities for to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provisions of this By-law. R Section 5. Dissolution: The Corporation may be dissolved only by the vote of the majority of the Directors of the Corporation at a meeting to which due notice of such purpose has been given to the Directors. Upon dissolution of the Corporation, no director, officer, incorporator or employee of the Corporation shall be entitled to any distribution or division of its remaining property or proceeds, and the balance of any money and other property received by the Corporation from any source, after the payment of all debts and obligations of the Corporation, shall be distributed to one of more organizations which qualify for exemption from income tax under Section 501 (c) (3 ) of the Internal Revenue Code (or the corresponding provision of any future federal tax law) , such distribution to be made to the extent practicable in a manner which benefits such organizations. Section 6 . Internretation of By-laws: These By-laws - shall be construed and interpreted under the laws of the State of North 19 Carolina. Notwithstanding the foregoing, however, these By-laws shall at all times be construed and interpreted as consistent with all federal laws and regulations governing the activities of the Corporation and governing the tax exempt status of the Corporation, and in the event that these By-laws may be inconsistent with such laws and regulations, the same shall be deemed amended to comply therewith. whenever used in these By-laws, unless the context otherwise indicates, a pronoun in the masculine gender shall include the feminine gender and the singular shall include the plural, and vice versa.