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1978-043M o • ORDINANCE NO., 78 -43 AN ORDINANCE APPROVING NORTH- WEST SUBURBAN WATER SYSTEM AGREEMENT BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEE OF.THE VILLAGE OF BUFFALO GROVE, LAKE AND COOK COUNTIES, ILLINOIS, AS FOLLOWS: SECTION 1. Findings. It is found and declared that: (a) The Village of Buffalo Grove (the "Village ") is in need of additional supplies of water for its municipal water system users. It is necessary that the Village obtain a source of Lake Michigan water to meet the needs of its municipal water system users. (b) To obtain a source of Lake Michigan water on an economical basis, it is necessary that the Village, to- gether with other municipalities in the northwest suburban area, jointly provide and operate a water system to obtain Lake Michigan water. (c) The Village, together with other municipalities in the northwest suburban area, has prepared a Northwest Suburban Water System Agreement, a copy of which is attached to and made a part of this Ordinance (the "Agreement "). By the Agreement, participating municipalities provide for a joint and cooperative venture to provide water for the respec- tive municipalities' water systems. The joint and cooperative venture is to be known as the Northwest Suburban Water System Venture (the "Venture "). (d) The Village and the other participating munici- palities are authorized by the Intergovernmental Cooperation Clause of the Constitution of the State of Illinois-(Article VII Section 10) and by the Intergovernmental Cooperation Act (Ill. Rev. Stat., ch. 127, sec. 741 et seq.) to enter into the Agreement and jointly to exercise their powers, privileges and authority as provided in the Agreement. (e) It is necessary and in the best interests of the Village that it enter into the agreement and the Venture provided by the Agreement. SECTION 2. Approval. The Village shall enter into the Agreement and the Venture. The President of the Village is authorized and directed to execute the Agreement on its behalf in substantially the form attached to and made part of this Ordinance. SECTION 3. Designation of Members of Board of Directors and Executive Committee. The Village designates as its member of the Board of Directors of the Venture its President from time to time and as its member on the Executive Committee of the Venture its Village Manager from time to time. The Village may at any time, upon adoption of an ordinance or a resolution of the President and Board of Trustees of the Village, designate some other elected official to serve as the Village's member on the Board of Directors of the Venture and /or some other appointed official as the Village's member on the Executive Committee of the Venture. SECTION 4. Costs. The Village shall, from time to time, appropriate funds and use its credit, revenues and other resources to pay its proportionate share of the costs of the Venture as provided in the Agreement and as provided by law. -2- SECTION S. Officers'Power. The Clerk of the Village is authorized and directed to send a certified copy of this Ordinance to each other municipality listed on the signature page of the Agreement. The President, Clerk and Manager of the Village are authorized and directed to take whatever additional steps are necessary for the Village to enter into the Agreement and to participate in the Venture. SECTION 6, Effectiveness. This Ordinance is effective upon its adoption. AYES: 5 - Bogart, Marienthal, Stone, Mendenhall, Fabish NAYES : 0 - None ABSENT: 1 - Rech PASSED: May 30, 1978 APPROVED: May 30, , 1978. PUBLISHED: May 31 , , 1978. ATTEST: Village Clerk APPROVED: -3- i � village P si nt ATTACHMENT 2 OEV ? ? i;?T7 Ott � nr ��.•n� -, -� .,_�,,. Revised: April 17, ,1978 PROPOSED Q C NORTMgEST SUBURBAN WATER SYSTEM AGREEMENT THIS AGREEMENT is entered into by and between those municipalities listed on the signature pages to this Agreement which execute this Agreement on or before its effective date (and also those municipalities which subse- quently become parties to this Agreement as� provided in this Agreement). All such municipalities which are parties to this Agreement are referred to in this Agreement as the "Municipalities ". The term Municipalities, .however, does -not include such municipalities which, pursuant to the Agreement, withdraw from the Venture created by the Agree - ment or which are, from time.to time, removed as members of the Venture; WITNESSETH: WHEREAS, Article VII, Section 10 of the Constitu- tion of the State of Illinois authorizes units of local government to contract and associate among themselves to obtain or share services and to exercise, combine, or trans- fer any power or function, in any manner not prohibited by law or ordinance; and a 2 WHEREAS, participating units of local government ' may use their credit, revenues, and other resources to pay costs and to service debt related to intergovernmental activities; and ° WHEREAS, the Intergovernmental Cooperation Act [Ill. Rev. Stat., ch. 127, §741 et seq.] also authorizes units of local government to exercise and enjoy jointly their powers, privileges or authority and to enter into joint contracts for that purposes and WHEREAS, the Intergovernmental Cooperation Act authorizes administrative joint boards or other legal or .administrative entities to operate the joint or cooperative undertaking; and WHEREAS, the Municipalities have determined that they are in need of additional supplies of water and desire to obtain Lake Michigan water from the City of Chicago; and WHEREAS, 'it is necessary for purposes of economy and sufficiency of water supply that the Municipalities jointly provide and operate a water system to obtain Lake Michigan water for the respective use of the Municipalities; and WHEREAS, it has been determined by the Municipalities that such a joint system is of value on an individual and mutual basis; and WHEREAS, if the Municipalities were to provide and .3 i maintain separate water systems to obtain Lake Michigan water, the cost would be prohibitively expensive and not in the public interest; and WHEREAS, a joint system -to obtain Lake Michigan water can adequately and more economically serve the needs of all the Municipalities; and WHEREAS, it is the desire of the Municipalities jointly to provide for and maintain a water system to obtain water from Lake Michigan and to provide supplies of water for their communities, all to their mutual advantage; and WHEREAS, the Municipalities desire to associate and contract among themselves for the purpose of obtaining ' Lake Michigan water and to exercise jointly their powers, privileges and authority in that respect; and WHEREAS, the Municipalities desire by this North- west Suburban water System Agreement (which, together with ' amendments to it from time to time, is referred to as the "Agreement ") to set forth the purposes, powers, rights, obligations and responsibilities of the.contracting parties; NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE PREMISES, THE MUTUAL ADVANTAGES TO BE DERIVED THEREFROM AND IN CONSIDERATION OF'THE.MUTUAL COVENANTS HEREIN CONTAINED, IT IS AGREED BY AND BETWEEN THE MUNICIPALITIES AS FOLLOWS: Section 1. Venture Established. By this Agree - ment the Municipalities provide for a joint and cooperative 4 venture to provide water for the Municipalities and for other purposes, all as provided in the Agreement. This joint and cooperative undertaking shall be known as'the' "Northwest Suburban Water System Venture" or the "Venture ". The water system to be provided, operated and maintained by the Ven-Lure shall be known as the "Northwest Suburban Water System" or the "System ". The basic nature of the System, including possible alternative arrangements, is described in the report of Greeley and Hansen, engineers, dated.October 1976, and entitled Memorandum Reoort on Transmission Svstem. The System to be constructed, acquired, operated, maintained and /or contracted for by the Venture shall be of a nature to provide, in general, service to Municipalities as described in that report. The Board _of Directors shall, however, determine the configuration, location, sizing and other details of the System, which aspects of the System may vary from the description in that report so long as the System provides service to the Municipalities of the general nature contemplated by the October 1976 report of Greeley and Hansen. Section 2. Purposes and Objectives. The purposes and objectives of the Venture shall be as follows: (a) to provide water to the Municipalities on a wholesale basis; ,. (b) to plan, construct, acquire, develop, operate, 0 5 maintain and/or contract for facilities (including land and interests in land) for receiving, storing and transmitting water from Lake Michigan for the principal use and mutual benefit of,the.Municipalities and their water users; (c) to provide adequate supplies of such . water on an economical and efficient basis for the Municipalities; (d) to provide a forum for dis.cussionf study, development and implementation of recommendations of mutual . inte'rest regarding water distribution and supply facilities within NorthwestE'.rn Cook County, Illinois. Section 3. Participation. (a) Municipalities which execute the Agreement on or before its effective date are members of the Venture. Any municipality which is not a nember as of the effective date . of the Agreement may become a member by executing the Agreement, but only upon the.consent of all of the then Municipalities and subject to such conditions on joining the Venture (including, without limitation, the new member making appropriate capital contributions) as'the Board of Directors of the Venture may establish. The Board of Directors shall determine whether any required capital contribution of a new member shall be used to reimburse Municipalities already members of the Venture or for general Venture purposes. The execution of the Agreement by any such additional members 6 OT and the consent of the Municipalities to a new member shall in each case be authorized by ordinances adopted by the corporate authorities of the Municipalities. (b) Any Municipality that,- upon being given proper notice, fails to pay charges, fees and expenses, determined from time to time, by the Board of Directors in the manner.set forth in the Agreement and the By-Laws,-or which does not receive or maintain an allocation of Lake Michigan water from the State of Illinois (the "Water Allo- cation ") or which does not gay its proportionate share of the costs of the Venture as provided in the Agreement or the By -Laws, may be removed from membership by the Board of `�. Directors. Any such Municipality, upon remedying such cause for removal from membership, may be reinstated as a member of the Board of Directors. Reinstatement shall not.be unreasonably withheld. (c) Any Municipality which becomes a member after the effective date of this Agreement shall be subject to and obligated for that portion of all then existing contracts, debts and obligations of the Venture which remain to be '. performed by the Venture when the new Municipality becomes a member. The obligations of new members as provided in this paragraph are in addition to any other conditions which may be established'by the Board of Directors for a municipality becoming a member under paragraph (a) of this Section. V (d) The Water Allocation of each Municipality shall be assigned to the Venture for the general use of all Municipalities, but subject in any event to the terms of the Water Allocation. No Municipality's Water Allocation shall be used for any purpose without its consent except for service for that Municipality. The Venture shall monitor the water usage of each Municipality to insure compliance with the Water Allocations. Each Municipality shall keep on file with the Venture an emergency water usage plan. That plan shall be implemented whenever required by the'Board of Directors for the good of the Venture. An emergency usage plan will be developed for the Venture by the Executive .Committee and approved by the Board of Directors. It shall be.subject to the consent of the State of Illinois, if required by the terms of the State's Water Allocations fog the Municipalities. Upon withdrawal or removal of a Munici- pality from the Venture or upon dissolution of the Venture, the Water Allocation of that Municipality will be reassigned to it by the Venture: Upon dissolution of the Venture, all Water Allocations shall be reassigned to their respective Municipalities. Section 4. Withdrawal, Termination and Dissolution. (a) The Board of Directors shall give each Munici- pality 30 days notice before authorizing the preparation of final engineering plans and documents for the System, the plans to be in general conformity with a preliminary engineering report which shall have been approved by the Board of Directors prior to the date such notice is given. Prior to the date when the Board of Directors so authorizes the preparation of final engineering plans and documents, any Municipality may withdraw from the Venture by giving written notice of such withdrawal to the Chairman of the Board of Directors of the Venture and to each Municipality. The notice shall be in the form of a certified copy of an ordinance passed by the withdrawing Municipality's corporate authorities. (b) Any withdrawing or removed hsunicipality shall continue.to be responsible for its share of any unpaid contracts, debts and obligations of the Venture incurred prior to the date of withdrawal or removal. (c) I£ withdrawal of a Municipality results in termination of the Agreement, then the withdrawing Municipality shall participate in the termination of the Agreement as set .forth in paragraph (d) of this Section. (d). on withdrawal of Municipalities so as to reduce the number of continuing participants to less than three Municipalities,.or upon the action of a majority of participating Municipalities by ordinances adopted by'their corporate authorities to dissolve the Venture, then the the Venture shall be dissolved in accordance with the following: (i) The contracts, debts and obligations of C A I • the Venture remaining unpaid after such dissolution shall be the several obligations of the respective Municipalities in the proportion set forth in paragraph (d) of Section 6 of the Agreement. (ii) The assets of the Venture remaining after dissolution (including property held in common as provided in Section 6 of the Agreement) shall be dis- tributed among the Municipalities who had participated in the Venture within one year prior to such dissolution in proportion to their respective ownership of such assets as provided in Section 6, after any setoff with respect to the provision for payment of that Muncipality's share of the contracts, debts and obligations of the. -Venture. Section 5. Powers and Privileges•of - the Venture. (a) The Venture shall have the following powers: (i) To apply for and agree to federal, state or' other grants or loans; (ii) To provide water on a wholesale basis to Municipalities pursuant to cont =acts; (iii) To provide water not required for use by Municipalities to other water suppliers on a wholesale basis pursuant to contracts, but only to the extent authorized by the State's allocation of Lake Michigan water. C W 0 10 0 (iv) To provide water on a retail basis, but only when such sales are approved by all Municipalities; (v) To plan, construct,. acquire, develop, operate, maintain and /or contract for facilities (including land and interests in land) for receiving, storing and trans- mitting water from Lake Michigan for the principal use of the Muncipalities and their water users; (vi) To apply for Water Allocations for use by the Municipalities and /or the Venture and to utilize pursuant to the Agreement the Water Allocations assigned to it; (vii) To enter into contracts to purchase or acquire water. (viii) To acquire, lease, use and dispose of property both real and personal, subject to the provisions of Section 6 of this Agreement; (ix) To employ agents and employees; (x) To invest available funds as provided in the investment of public funds law (Ill Rev. Stat., ch. 85, §901 et seq.] (xi) To adopt and enforce rules and regulations for water use by Municipalities or other purchasers of water from the Venture as may be necessary to ensure adequate supplies of water or to comply with State laws and regulations; ° r (xii) To expend funds as authorized by its annual 1 C? C - 11 budget adopted as provided in the By -Laws; (xiii) To make and enter into contracts in further- ance of the purposes and objectives of the Venture and the powers listed above (xiv) To borrow money and to incur debts and obli- gations in furtherance of the purposes and objectives of the Venture and the powers listed above; (xv) To exercise all other powers incident to the purposes and objectives of the Venture and the powers listed above. (b) The Venture shall have the same privileges with respect to exemption from Illinois Commerce Commission regulation and with respect to tax exemptions as are accorded the Municipalities. The Venture and its Directors, officers, employees, and agents shall have the same privileges with respect to limitations against and immunity from suit as have the Municipalities and their officers and employees. (c) The Venture shall have no taxing power or, power of eminent domain. (d) Contracts of the Venture for it to provide. water to Municipalities or to other water suppliers may provide, as the Board of Directors determines, that the fees and charges to be paid to the Venture with respect to such service may include, without limitation, amounts,to cover any or all of the following items: a c C 12 (i) the Venture's cost of purchasing water; the Venture's cost of operating and main- taining of the System; costs of providing reserves for replacements ° or repairs for the System; and (iv) actual or assumed debt service, principal and interest, on the capital costs of the System (including. capital contributions by Municipalities) as may be determined by the Board of Directors; such amounts received from water sales may, in the discretion of the Board of Directors, be used to reimburse Municipalities for their capital contributions or debt service with respect to such capital costs or for any other proper .purpose; (e) The Venture shall not use a Municipality's Water Allocation to supply water to any other water user without the consent of that Municipality. Section 6. Rights and Responsibilities of Munici- palities. (a) All real and tangible personal property acquired or constructed by the Venture shall be owned in common by those Municipalities as continue from time to time to be members of the Venture, unless otherwise agreed in writing by all those Municipalities. Each Municipality shall own, from time to time, as its proportionate share in 02-1 13 the common ownership of such property that fraction, the numerator of which is the amount of such Municipality's contribution to the cost of that property and the denominator of which is the total of all contributions by the then Municipalities to the cost of that property. During the duration of the Agreement, all property so owned in common shall be for the use of the Venture. It will have the right to possession and use of the property for the purposes set forth in the Agreement. All other assets of the Venture shall be owned by the Venture or, upon dissolution of the Venture, by the Municipalities in the same proportion in which they,'from time to time, own the real and tangible personal property of the Venture. (b) The Board of Directors may, by vote of not less than 75% of its then members, dispose of any real or tangible personal property acquired or constructed as pro- vided in paragraph (a) of this Section and which is owned in common by Municipalities with respect to the Venture, if the Board of Directors determines that the property is no longer useful or necessary for the Venture. No property shall be disposed of if to do so would deprive any Municipality from continued service by or through the Venture, unless that Municipality consents. The proceeds of such disposition shall either be devoted to the purposes of the Venture or shall be returned to the Municipalities in their propor 14 tionate share of ownership, as the Board of Directors deter- mines. During the duration of the Agreement no Municipality (nor any municipality which shall have ceased to be a member of the Venture) shall have any right to compel any physical division or sale of any property held in common by Munici- palities with respect to the Venture (or for any rights to monetary relief in lieu of such rights). No Municipality shall, during the duration or upon the dissolution of the Venture, dispose of any interest in any property held by Municipalities in common with respect to the Venture except as provided in the Agreement. ( (c) Upon the request of the Board of Directors, any Municipality shall individually exercise on behalf of the Venture the power of eminent domain.' All expenses related to this exercise of power shall be reimbursed by the Venture: (d) Except as may be limited by individual contracts or obligations of the Venture, all Municipali- _ties shall be severally and not jointly responsible for the contracts, debts and obligations of the Venture incurred with respect to operation and maintenance of the Venture in proportion to their actual water usage from the System for the most recent completed fiscal year -prior to the incurring of such debt or obligation (or, before the System begins to operate, their estimated water usage from the System). Except as may be limited by individual Q %W is 0 contracts or obligations of the Venture, all Municipalities shall be severally responsible for the contracts, debts and obligations of the Venture incurred with respect to the planning, construction and acquisition of the System in proportion to their respective required capital contribu- tions as provided in paragraph (e) of this section 6. (e) Each Municipality shall pay its proportionate share of the costs of the Venture as provided in this paragraph. (i) The Board of Directors shall determine the costs to be paid by the respective Municipalities as provided in this Agreement and the By -Laws. Municipalities shall appropriate their funds and shall use their credit, revenues and other resources, including the power to borrow money to incur debt and to issue and sell bonds, if necessary,-to pay such costs and to service their debt related to the Venture as they individually determine. (iii) With respect to capital costs of planning, constructing and acquiring the System (or improvements or extensions to-the System), each Municipality shall make capital contributions and payments to the Venture (at the times specified by the Board of Directors) in proportionate shares as provided in this paragraph. The proportionate share of each Municipality in the Venture shall be determined by the Board of Directors for each 16 part of the System according to.the various Municipalities' estimated water usage of the System during the estimated useful life of the System. The manner of carrying out this method of apportioning of capital costs shall be determined by the Board of Directors. (iv) With respect to .annual costs "of operation and maintenance not paid from amounts received from sales of water or from other revenues of the Venture, the Board of Directors shall establish the cost - sharing charges for all Municipalities in an amount sufficient to provide the funds required by the annual budget. All such cost - sharing will be pro rated according to the estimated or actual metered water usage by the Municipality for such year, all as determined by the Board of Directors. The estimated or actual water usage from the System of the various Municipal- ities (or, for periods before the System begins to operate, their estimated water usage from the System) shall be used as the basis for cost- sharing of the annual costs of operation and maintenance. However, the Board of Directors' may establish, from time to time, a minimum annual charge for annual costs of operation and maintenance with respect to all municipalities, the minimum charge to be payable regardless of actual or estimated use: (f) Any Municipality whose charges have not been paid within sixty days after billing shall not be entitled to further voting privileges, nor for its representatives to hold any office, nor to use the equipment, facilities or services of the Venture until such charges have been paid. 17 Further, a reasonable penalty charge for late payments may be established and assessed by the Executive Committee. (g) The Venture shall not be liable for any liability or obligation incurred by any member Municipality except as agreed by the Board of Directors or except pursuant to paragraph (c) of this Section 6. Section 7. Joint Administration. The Venture shall be jointly administered as provided in this Section. (a) There is established a Board of Directors for the Venture which Board shall consist of the Mayor, President or other elected official as designated from time to time by the corporate authorities of each Municipality. Each Muni - cipality shall be entitled to one seat on the Board of Directors. Each Director shall be entitled to one vote on the Board of Directors. The of Directors shall determine the general policy of the Venture. It shall have the respon- sibility for causing there to be an annual audit as provided in the By -Laws, for approval of amendments to the By- Laws, for approval of the annual budget of the Venture as provided by the By -Laws, and for such other powers and duties as provided in this Agreement and in the By -Laws. The Board of Directors shall be responsible for approving plans for long range water needs of the area served by the Municipalities and shall be responsible for approving contracts for the purchase and sale of water. (b) There is established an Executive Committee of the Venture consisting of the Municipal Manager or other appointed official as designated from time to time by the corporate authorities of each Municipality. Each Munici- pality shall have one seat on the Executive Committee. Each such member of the Executive Committee shall be entitled to one vote on the Committee. The daily operations of the Venture shall be conducted under the direction and supervision of the Executive Committee, subject to the general policy decisions made by the Board of Directors from time to time. The Executive Committee shall be responsible for carrying out tho:;e policy decisions. Section 8. Bv- Laws. The Venture shall'be subject to and shall be governed by the-Agreement, as from time to time amended, and by the By -Laws, a copy of.which is attached to the Agreement as Exhibit "A ", as from time to time amended. By the Agreement, each Municipality approves the initial By- Laws. (The initial By -Laws, as from time to time amended, are referred to a$ the "By- Laws ".) Section 9. Amendment. The Agreement may be amended by written agreement of all Municipalities, .authorized by ordinances of their corporate authorities. The By -Laws may be amended from time to time as provided in the By -Laws. No amendment shall be made to the By -Laws which shall conflict with the Agreement. No amendment to the By -Laws shall 19 change Article IX of the By -Laws, except upon the written consent of each Municipality, authorized by an ordinance of its corporate authorities. Section 10. Duration. The Agreement and the By -Laws shall continue in effect until rescinded by unanimous consent of the Municipalities or until the Venture is dis- solved in the manner provided in Section 4 of the Agreement. Section 11. Enforcement. The Venture shall have the right to enforce the Agreement and the By -Laws against: -any Municipality and to compel payment of fees and charges as provided in the Agreement and the By -Laws. If suit is necessary to compel enforcement of provisions of the Agreement or the By -Laws or to compel payment of fees and charges of the Venture, the defaulting Municipality shall pay the Venture's reasonable legal fees and costs pertaining to the suit, in such amount as determined by the court. Section 12. ordinance Authorizing Agreement. Prior to executing the Agreement, each municipality shall have delivered to each other municipality listed on the signature pages to the Agreement a certified copy of an ordinance of its corporate authorities authorizing and directing the execution of the Agreement. Section 13. Effective Date. The Agreement shall become effective on June 1, 1978 , or on the date when it is executed by all the Municipalities listed on the signature L." C - 20 pages, whichever is earlier. 0 Section 14. Severability. If any part of the Agreement or the By -Laws shall be held invalid for any reason, the remainder of the Agreement and the By -Laws shall remain valid to the maximum extent possible. IN WITNESS WHEREOF, the undersigned municipalities have executed this Agreement by the signatures of their respective officers as reflected on the dates set forth below. This Agreement may be signed in duplicate originals. Village of Schaumburg By President Executed this 1978 Village of Hoffman Estates By President. Executed this 1978 Village of Arlington Heights By President Executed this 1978 City of Rolling Meadows By Mayor Executed this 1978 21 Village of Elk Grove Village By President* Executed this- 1978 Village of Mount Prospect By. President Executed this 1978 Village of Palatine By - President Executed this 1978 BY -LAWS NORTHWEST SUBURBAN WATER SYSTEM VENTURE Article I General These By- Laws, together with the Northwest Suburban Water System Agreement (which Agreement, together with amendments to it from time to time, is referred to as the "Agreement ") govern the function and operation of the Northwest Suburban Water System Venture . (the "Venture "). Article II Board of Directors 1. Members and Powers. The*Board of Directors of the Venture shall be comprised as provided in the Agreement and the By -Laws and shall exercise those powers specified in the Agreement and the By -Laws. If any Director ceases to be an elected officer of the Municipality which appointed such person, or becomes incapacitated, that seat on the-Board of Directors 2 0 shall be vacant until a successor is appointed by that Municipality. [For purposes of the By -Laws, "Municipality" ' shall have the same meaning as in the Agreement.] 2. Voting. Votes on the Board of Directors may be cast only by the Directors in physical attendance at Board meetings. No proxy votes or absentee voting shall be permitted. 3. Election of Officers. (a) The Board of Directors shall elect from among the Directors a Chairman of the Board of Directors and a Vice - Chairman of the Board of Directors. Such ' officers shall serve until the end of their term and T thereafter until their respective successors are elected. The term of office for those positions shall be two years. The term of the first persons elected as such officer will expire In the absence of the Chairman of the Board of Directors or in the event - of the Chairman's inability to act, the Vice- Chairman of the Board of Directors shall perform the duties of the Chairman, and when so acting, shall have all the powers of the Chairman. Upon the resignation or incapacity of any such officer or upon such person ceasing to be a Director, the Board of Directors shall elect one of the Directors to complete the term of office for that position. A..-4 C 3 (b) The Board of Directors may also, from time to time, by resolution create (and may subsequently discontinue) officer positions for the Venture in . addition to those provided by the By- Laws. The Board of-Directors shall determine the duties of such additional Officers, which shall not conflict with the duties specifically given by the By -Laws to other officers. The Board of Directors shall determine the term of office and the method of election of such additional officers 4. Rules. The Board of Directors may establish rules governing its own conduct and procedure. Questions of procedure for meetings of the Board of Directors which are not determined by its rules shall be governed by Robert's Rules of Order. 5. Compensation. No Director shall receive any compensation from the `Venture for service as a Director (or as Chairman or Vice - Chairman of the Board of Directors) but Directors may be reimbursed for their actual expenses incurred with regard to Venture business and meetings. 6. Meetings. (a) Regular meetings of the Board of Directors shall be held.according to a schedule of meetings which the Board of Directors shall, from time to time, adopt. Regular meetings shall be held at least two times a 4 year. one of the regular meetings in each year shall be held in November. The Chairman of the Board of Directors shall cause an agenda for the meeting to be given each of the other Directors and to each member of the Executive Committee. The business at the regular meetings may, pursuant to the rules governing the conduct and procedure of the Board of Directors, include items not specified in the agenda. At each regular meeting of the Board of Directors, the Executive Committee shall present a full report of its activities and shall report on budget status and financial transactions occurring since the previous regular meeting. C(b) Special meetings of.the Board of Directors may be called by its ,Chairman, by any two Directors or by the Executive Committee. Written notice'of special meetings shall be given at least two business days prior to such meetings to each Director and each member of the Executive Committee. The Notice shall include the time, date and location of the special meeting as well as an agenda specifying the subjects to be covered at the special meeting. The Notice shall be given by the person or persons calling the special meeting or, in the case of a meeting called by the Executive Committee, either by its Chairman or the Secretary. Business conducted at special meetings shall be limited to those 5 items specified in the agenda, except upon the consent of all the Directors then holding office. (e) All regular and special meetings shall be open to the public and public notice of such meetings shall be given, in each case in the manner (and with such exceptions) as provided by "An Act in relation to meetings" [Ill. Rev. Stat. Ch. 102, §41, et 7. Quorum and Passage. A quorum for the transaction of all business by the Board of Directors shall consist of a majority of the Directors then holding office. No resolution or other substantive matter shall be passed or approved by the Board of Directors except upon the affirmative vote of a majority y of the Directors then holding office. S. . The Chairman of the Board of'Directors. The Chairman of the Board of Directors shall preside at meetings of the Board of Directors. The Chairman _shall also perform all duties specified for the Chairman in the By- Laws, all duties incident to the office of the Chairman of the Board of Directors and such other duties as may be prescribed by the.Board of Directors from time to time, consistent with the Agreement and the By -Laws. 9. The Treasurer. The Board of Directors _..; shall appoint a Treasurer of the Venture-who shall serve at the pleasure of the Board of Directors. The Treasurer shall not be a Director or a member of the Executive committee designated by a Municipality: The Treasurer shall be an ex- officio member of the Board of Directors, but shall have no vote. The Treasurer shall give ..a bond for the faithful discharge of his or her duties, in such amount and with such surety or sureties as are approved by the Board of Directors. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the.Venture and receive and give receipts for monies due and payable to the Venture from any source whatsoever. The Treasurer shall deposit all such monies in the name of the Venture in such banks, trust companies or other depositaries as shall be approved as depositaries by the Board of Directors and may make investments of funds not immediately required. No Director or officer of the Venture shall be liable for any loss of money so deposited which loss occurs by reason of any failure or default of the depositary. All deposits and investments shall be subject to the supervision of the -. Executive committee. The Treasurer may receive compensa- tion for service as Treasurer, as authorized by the annual .budget. i Article III Executive Committee 1. Members and Powers. The Executive' Committee shall be comprised as provided in the Agree - ment and the By -Laws and shall exercise those powers specified in the Agreement and the By -Laws. If any member of the Executive Committee ceases to be the Municipal Manager or other appointed official of the Municipality which appointed such person, or becomes incapacitated, that seat on the Executive Committee shall be vacant until a successor is appointed by that Municipality.. 2. Voting. Votes on the Executive Committee may be cast only by the members of the Committee in physical attendance at its meetings. No proxy votes or ' absentee voting shall be permitted. 3. Officers of the Executive Committee. The Executive Committee shall elect from among its members a Chairman and a Vice Chairman of the Executive Committee. Such officers shall serve until the end of -their term and thereafter until their respective successors are elected. The term of office for those positions shall be three years. Theterm'of the first persons ,. elected as such officers will expire f 8 Upon the resignation or incapacity of any such officer or upon such person ceasing to be a voting member of the Executive Committee, the Executive Committee shall elect one of its voting members to complete the term of office for that position. 4. Rules. The Executive Committee may establish rules governing its own conduct and procedure. Questions of procedure for meetings of the Executive Committee which are not determined by its rules shall be governed by Robert's Rules of Order. 5. Compensation. No one serving on the Cprovided Executive Committee (other than the Treasurer, as Secretary,) in Section 9 of this Article , or the shall receive compensation from the Venture for that service or for service as Chairman or Vice- Chairman of the Executive Committee. Members and officers may be reimbursed for their actual expenses incurred with regard to Venture business and meetings. 6. Meetings. (a) Regular meetings of the Executive Committee shall be held according to a schedule of meetings which the Executive Committee shall, from time to time, adopt. The Executive Committee shall meet at least monthly. (b) Special meetings of the Executive Committee may be called by its Chairman or by any two members of Q_ 9 CAP the Executive Committee. Written notice of special meetings shall be given at least two business days prior to such meeting to each member of the Executive Committee. The notice shall include the time, date and location of the special meeting as well as an agenda specifying the subjects to be covered at the special meeting. The notice shall be given by the person or, persons calling the meeting or by the Secretary of the Venture. Business conducted at special meetings shall be 'limited to those items specified in the agenda, except upon the consent of all the voting members of C the_Exe--utive Committee then holding office. ` (c) All regular and special meetings of the Venture shall be open to the public and public notice of such meetings shall be given, in each case in the manner (and with such exceptions' as provided by "An Act in relation to meetings" [Ill. Rev. Stat., Ch. 102, §41 et sea.] 7. Quorum and Passage- A quorum for the transaction of all business by the Executive Committee shall consist of a majority of the voting members then - holding office. No resolution or other substantive matter shall be passed or approved by the Executive Committee except upon the affirmative vote of a majority of the voting members then holding office. F 10 S. The Chairman of the Executive Committee. The Chairman of the Executive Committee shall preside at meetings of the Executive Committee and shall serve as the liaison between the Board of Directors and the Executive Committee. The Chairman of the Executive Committee shall also perform all duties specified for the Chairman in the By -Laws, all duties incident to the office of the Chairman and such other duties as may be prescribed by the Executive Committee consistent with the Agreement and the By -Laws. In the absence of the Chairman of the Executive Committee or in the event of the Chairman's inability to act, the Vice- Chairman of the Executive Committee shall perform the duties of the Chairman of the Executive Committee, and when so acting, shall have all the powers of the Chairman. 9. The Secretary. The Executive Committee shall appoint a Secretary of the Venture who shall serve at the pleasure of the Executive Committee. The Secretary may, but need not, be a Director or a member of the Executive Committee. The Secretary shall be the keeper of the books and records of the Venture and shall be respon- sible for the preparation and retention of minutes of all meetings of the Board of Directors and the Executive Committee. ' ].1 The Secretary may receive compensation for service as Secretary, as authorized by the annual budget. Article IV Operations Manager and Emolovees, �• Maw. The Operations Manager (the ."Manager") shall be the administrative head of the Venture.and shall be directly responsible to the Executive Committee for the administration of the Venture. The Manager shall be appointed by the Executive Committee and shall serve at its pleasure. The Manager shall be chosen on the basis of administrative and executive qualifications with reference to the duties of the office. _ 2. No Employee, Agent or Office*- of Mun4cioality. No person while serving as an employee, officer or agent of any Municipality shall also serve as the Manager. 3. Vacancy. Any vacancy in the office of the Manager shall be filled within ninety days after the effective date of the vacancy. In the case of absence or disability of the Manager, the Executive Committee may designate a person to perform the duties - of the Manager during the absence or disability. 4. Removal. The Manager may be removed at 6 0 a o .12 any time by the Executive Committee. S. Powers. The powers and duties of the Manager shall be: (a) To attend all meetings of the Executive • Committee and the Board of Directors, unless excused. The Manager shall be given notice of all meetings, regular or special, of the Executive Committee and the Board of Directors. The Manager shall have the right to take part in the discussion of all matters coming before the Executive Committee and the Board of Directors, but shall have no vote. (b) To appoint and remove employees of the -.Venture as authorized by the annual budget from time to time of the-Venture. No employment contract shall be entered into except as approved by the Executive Committee. (c) To recommend for adoption by the Executive Committee such measures as the Manager may deem necessary or expedient for the efficient operation of the venture. (d) To enforce, administer, and carry out the policies of the Venture as established by the Board of Directors and the Executive Committee. (e) To prepare and to submit to the Executive 13 . 0 Committee.and the Board of Directors a monthly report of the activities under the.Manager's jurisdiction. (f) To prepare a proposed annual budget, including a report of estimated revenues in order to determine the estimated funds necessary to defray the expenses of the Venture for each fiscal year; and to present the proposed budget to the Executive Committee in the manner set 'forth under Article V of the By -Laws (g) To make forecasts of future needs for System improvements and additions and of System - revenues. (h)- To perform such at duties as may be assigned from time to time by the Executive Committee. 6. Compensation. The Manager shall receive such compensation as the Executive Committee 'shall from time to time determine. The Manager and all employees shall be subject to personnel policies, benefits and obligations as determined from time to time by the Executive Committee. Article V Budget and Purchases 14 1. Fiscal Year. The fiscal year of the Venture shall begin January 1 and end December 31. 2. Annual Budget. The Manager of the Venture shall prepare a proposed annual budget for the Venture for submision to the Executive Committee. Prior to September 10 of each year copies of the budget as prepared by the Manager shall be sent to the municipal manager or other chief administrative officer of each Municipality. No later than its regular October meeting, the Executive Committee shall review the proposed annual budget and make recommendations as to the budget to the Board of Directors. Copies of the Crecommendations shall be sent to each Director. Following approval of the recommended budget by the Executive Committee, the recommended budget shall be submitted to the Board of Directors. The annual budget shall be adopted by the Board of Directors at its regular November meeting each year. 3. Expenditures. After adoption of the annual budget by the Board of Directors, the Executive Committee and the Manager shall make only those expendi- tures which are authorized by the budget and shall not contravene the provisions of the budget without the. approval of the Board of Directors. 15 •. Article VI Audi The Board of Directors.shall provide for an annual audit of the Venture to be made by an independent certified public accountant within 120 days after the end of each fiscal year. The books of the Venture shall be kept in accordance with generally accepted accounting principles. A copy of the annual audit report shall be delivered to each Municipality promptly upon its receipt by the Venture. Article VIZ Contracts and Purchases, Loans and Checks 1. Contracts and Purchases. The Board of Directors may authorize any officer or officers of the Venture (including any officer of the Board of Directors or the E'xecutive Committee) or agent or agents to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Venture. Such authority may be general or confined to specific instances, consistent in each case with the By -Laws and the Agreement. The Board of Directors shall by resolution provide procedures for the entering into of contracts and 16 making purchases of services, goods, equipment, supplies and facilities. The procedures shall provide authority for officers of the Venture or for the Executive Committee to approve contracts and purchases and shall make such provision as the Board of Directors deems appropriate for public bidding for contracts and purchases. . 2. Loans. The Venture may borrow money only upon the approval of the Board of Directors. 3. Checks. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness in the name of the Venture, shall be signed by such officer or officers (including any C. officer of the Board of Directors or the Executive Committee) or agent or agents of the Venture and in such manner as shall be provided by resolution of the Board of Directors. Article VIII Notices Any notice or document required to be given under the Agreement or the By -Laws shall be deemed to be given, with respect to a Municipality, an officer of a Municipality, a Director or a member of the Executive Committee appointed by a Municipality, if it is delivered 17 or mailed to the principal office of that Municipality or the Municipality which appointed such person; and with respect to any other officer of the Venture if delivered or mailed to the principal office of the Venture. For notices required to be given under the Agreement or the By -Laws where the notice period is less than ten days, three additional days in which mail is delivered shall be added to the notice period if the notice is given by mail. All notices shall be in writing, Any person or Municipality may waive any notice. Attendance by any person at a meeting is a f waiver of notice of the meeting. Article IX Amendment Amendments to the By -Laws may be proposed by any Director or by any member of the Executive Committee. The amendment shall be submitted to each Director at least thirty days prior to the meeting of the Board of Directors at which the amendment is to be considered. The proposed amendment and the reason for it shall be considered by the Board of Directors, along with the recommendations.of the Executive Committee and any officer of the Venture. Concurrence of Directors equal .' � 18 � • to not less than three - fourths vote of all Munici- palities shall be required to adopt any amendment to- the By- Laws. No amendment may amend this Article of the By -Laws except upon the consent of all Municipalities, which consent shall be approved in each case by an ordinance of the corporate authorities of the Municipality. No amendment shall cause the By -Laws to conflict with the Agreement.. Article X Effective Date The By -Laws shall become effective.when the Agreement becomes effective. Any amendment to the By -Laws shall take effect immediately upon its approval by. the Board of Directors, unless the terms of the amendment otherwise provide. VILLAGE OF BUFFALO GROVE ORDINANCE NO. 17y- 1-13 ADOPTED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF BUFFALO GROVE THIS apt, DAY OF 197 - Published in pamphlet form by authority of the President and Board of Trustees of the Village of Buffalo Grove, Cook and Lake Counties, Illinois,. this 0/a-Ft day of 197?/. Village Clerk ORDINANCE NO, 78.':43.. . AN ORDINANCE APPROVING NORTH - WEST SUBURBAN ;WATER SYSTEM AGREEMENT • BE IT ORDAINED BY THE PRESIDENT AND BOARD OF' TRUSTEE OF THE VILLAGE OF BUFFALO GROVE, LAKE AND COOK COUNTIES, ILLINOIS, AS FOLLOWS: SECTION 1. Findings. It is found and declared that: (a) The Village of Buffalo Grove (the "Village ") is in need of additional supplies of water for its municipal water system users It is necessary that the Village obtain a source of Lake Michigan water to, meet ' the needs of its municipal water system users. (b) To obtain a source of Lake Michigan water on an economical basis, it is necessary that the Village,,to- gether with other municipalities in the northwest suburban area, jointly provide and operate a water system to obtain Lake Michigan water: (c) The Village,, together with other municipalities in the northwest suburban area, has prepared a Northwest Suburban Water System Agreement, a copy of which is attached' to and made a part of this Ordinance (the "Agreement "). By the Agreement, participating municipalities provide for a joint and cooperative venture to provide water for the respec- tive municipalities' water systems. The joint and cooperative venture is to be known as the Northwest Suburban Water System Venture (the "Venture "). (d) The Village and the other.participa.ting munici- palities are authorized by the Intergovernmental Cooperation Clause of the Constitution of the State of Illinois (Article VII Section 10) and by the Intergovernmental Cooperation Act (Ill. Rev. - Stat., ch. 127, sec 741 et seq.) to enter into the Agreement and jointly to _exercise their powers, privileges and authority as provided in the Agreement. (e) It is necessary and in the best interests of the Village that it enter into the agreement and the Venture provided by the Agreement. SECTION 2. Approval. The Village shall enter into the Agreement and the'Venture. The President of the Village is authorized and directed, to execute the Agreement on its behalf in substantially the form attached to and made part of this Ordinance. SECTION 3. - Designation of Members of Board of Directors and Executive Committee. The Village designates as.its member of the Board of Directors of the Venture its President from time to time and as its member on the Executive Committee of the Venture its Village Manager from time to time. The Village may at any time, upon adoption of an ordinance or a resolution of the President and Board of Trustees of the Village, designate some other elected official to serve as the Village's member on the Board of Directors of the Venture and /or some other appointed official as the Villagers member on the Executive Committee of the Venture. SECTION 4. Costs. The Village shall, from time to 1 time, appropriate funds and use its credit, revenues and other resources to pay its proportionate share of the costs of the Venture as provided in the :Agreement and as provided by law. -2- SECTION 5. Officers'Power. The Clerk of the Village is authorized and directed to send a certified copy of this Ordinance to each other municipality listed on the signature page of the Agreement. The President, Clerk and Manager of the Village are authorized and directed to take whatever additional steps are necessary for the Village to enter into the Agreement and to participate in the Venture. SECTION 6. Effectiveness.. This Ordinance is effective upon its adoption. AYES: 5 - Bogart, Marienthal, Stone, Mendenhall, Fabish NAPES: 0 - None ABSENT: 1 - Rech PASSED: May 30, 1978 APPROVED: " MaY 30, , 1978. PUBLISHED; May 31 , 1978. APPROVED: illage P si nt ATTEST: Village Cler 3