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CECIL COUNTY WATER AND SEWER AUTHORITY INC

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					                    CECIL COUNTY WATER AND SEWER AUTHORITY INC.

                                                 BYLAWS



                                             ARTICLE ONE
                                               OFFICES

         The principal office of the corporation shall be located at 107 North Street, Elkton, Maryland
21921.


                                            ARTICLE TWO
                                              MEMBERS

        The members of the corporation shall be the Board of County Commissioners of Cecil County
and the Incorporated Municipalities within Cecil County: Cecilton, Charlestown, Chesapeake City,
Elkton, North East, Perryville, Rising Sun, and Port Deposit.


                                         ARTICLE THREE
                                       BOARD OF DIRECTORS

         The Board of Directors shall consist of nine representatives, one from each member, duly
appointed by the elected officials of each member. The Directors initially shall serve the terms as stated in
the Articles of Incorporation. Thereafter, each Director shall be appointed for a five yeas term. Any
Director may be removed from office by the governing elected body of the member said Director
represents at any time during the term of said Director. In order to remove a Director, the governing body
of said member must adopt a resolution approved by said governing body pursuant to its rules of
procedure at a public meeting of said governing body which resolution dismisses said Director and
appoints a new Director in his stead for the remainder of said Director’s term. Any Director who misses 3
meetings within 6 months or 6 meetings within 12 months shall be removed for cause and replaced by the
member.


                                         ARTICLE FOUR
                                     MEETINGS OF DIRECTORS

        The Directors shall meet monthly at the Principal Offices of the Authority or such other place as
the Directors shall deem appropriate. A schedule of regular meeting dates shall be established at the
beginning of each year and provided to each member. No further notice with regard to such regular
meetings shall be required.

        Special meetings of the Directors may be called at the request of any three members, and shall
be held at the Principal Office of the Authority or such other place as the Directors may determine.
Notice of any special meeting of the Board of Directors shall be given at least three days prior thereto.
Said notice may be given verbally but shall be confirmed in writing or by email. If confirmed in writing
they shall be sent by facsimile mail.
                                       ARTICLE FIVE
                            ACTIONS OF DIRECTORS AND QUORUM

         A majority of the Board of Directors shall constitute a quorum for the transaction of business at
any meeting of the Board. The act of a majority of the Directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors; provided, however, that it shall take the affirmative vote
of at least four Directors to approve any action. In addition, any action to affect any specific member in a
special way that obligates said member to become obligated for any indebtedness, pay any costs or
expenses, or obligate it’s residents to pay any fees, shall require the approval of said member.


                                              ARTICLE SIX
                                               OFFICERS

         The Board of Directors shall appoint amongst themselves a President, a Vice President, a
Secretary, and a Treasurer. The Officers of the corporation shall be elected annually by the Board of
Directors at the first regular meeting of the Board of Directors each year. If such an election is not held,
the officers then holding office shall continue to hold office until their successors are duly chosen. The
officers shall have such powers and perform such duties as may from time to time be specified in
resolutions or other directives duly approved by the Board of Directors.


                                           ARTICLE SEVEN
                                         BOOKS AND RECORDS


         The corporation shall keep correct and complete books and records of accounts and shall also
keep minutes of the proceedings of it’s members. All books and records may be inspected by any member.


                                             ARTICLE EIGHT
                                              FISCAL YEAR


        The fiscal year of the corporation shall commence on the first day of July each year and shall
expire on the 30th day of June each year.


                                           ARTICLE NINE
                                          WAIVER OF NOTICE


         Whenever any notice is required to be given under the provisions of these bylaws, a waiver
thereof in writing signed by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice.
                                          ARTICLE TEN
                                      AMENDMENT OF BYLAWS


        These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by a
favorable vote of seven directors.


                                            ARTICLE ELEVEN
                                             COMMITTEES

        The Board of Directors by resolution adopted by a majority of Directors in office may designate
one or more committees, each which shall consist of two or more Directors, which committees, to the
extent provided in such resolution, shall have and exercise the authority of the Board of Directors.


         We the undersigned, being all of the Directors of the Water and Sewer Authority of Cecil
County, do hereby certify that the foregoing bylaws were adopted at a meeting of the Directors of said
corporation at it’s Principal Offices in Elkton, Maryland, on the _____ day of
________________ , 2003.

WITNESS:

_______________________________________________________   ___________________________________________________

_______________________________________________________   ___________________________________________________

_______________________________________________________   ___________________________________________________

_______________________________________________________   ___________________________________________________

_______________________________________________________   ___________________________________________________

_______________________________________________________   ___________________________________________________

_______________________________________________________   ____________________________________________________

_______________________________________________________   ____________________________________________________

_______________________________________________________   ____________________________________________________
                                               RESOLUTION


       WHEREAS, the Mayor and Commissioners have unmet needs concerning the providing of
water and/or sewer service to the Town and adjacent properties near the Town.

       WHEREAS, the Mayor and Commissioners also understand the Need and expense of
expanding, upgrading and maintaining the Town’s water and/or sewer infrastructure.

       WHEREAS, the Mayor and Commissioners are experiencing escalating costs in operating the
Town’s water and/or sewer system.

        WHEREAS, representatives of the Mayor and Commissioners have met with representatives of
other Towns within Cecil County as well as representatives of the Board of Commissioners of Cecil
County to discuss ways to cooperate so as to expand, maintain, upgrade, and operate water and/or sewer
systems in a more effective, timely, and efficient manner.

         WHEREAS, the Mayor and Commissioners have determined that it is in the best interests of the
Town to join in forming the Cecil County Water and Sewer Authority, Inc. so as to formalize an ongoing
cooperative venture with the Board of County Commissioners of Cecil County and other municipalities
within Cecil County to assist in the implementation of water and/or sewer projects and also assist in the
effective and efficient operation of water and/or sewer systems within Cecil County and said
municipalities.

         NOW, THEREFORE, be it resolved this _______ day of __________________, 2OO3, that the Town
of________________________ (or Mayor and Commissioners of __________________________________) shall hereby
join as a member of the Cecil County Water and Sewer Authority, Inc. subject to the Articles of
Incorporation and Bylaws of said Authority which are attached hereto, which may be amended from time
to time as set forth therein.


         Approved and adopted as a business agenda item of the Mayor and Commissioners at a public
meeting of said Mayor and Commissioners held on the date set forth above by a vote of_____ votes in favor
of said resolution and ______ votes opposed to said resolution.


ATTEST:

____________________________________________     ________________________________________________________
Town Clerk (or Administrator)                    Mayor (or President of Board)
                               ARTICLES OF INCORPORATION
                      CECIL COUNTY WATER AND SEWER AUTHORITY INC.


        ARTICLE ONE: The Board of County Commissioners of Cecil County, Maryland and the
Incorporated Municipalities within Cecil County, Maryland, being Cecilton, Charlestown, Chesapeake
City, Elkton, North East, Perryville, Rising Sun, and Port Deposit, hereby form a corporation to be
known as the Cecil County Water and Sewer Authority pursuant to Subtitle 9 of Title 9 of the
Environment Article of the Maryland Code.


       ARTICLE TWO: The name of the corporation shall be Cecil County Water and Sewer
Authority, Inc.


       ARTICLE THREE: The Corporation is hereby formed pursuant to Subtitle 9 of Title 9 of the
Environment Article of the Maryland Code.


        ARTICLE FOUR: The Subdivisions which have joined together to form this
Corporation are as follows: the Board of County Commissioners of Cecil County, the Town
of Cecilton, the Town of Charlestown, the Town of Chesapeake City, the Town of Elkton, the
Town of North East, the Town of Perryville, the Town of Rising Sun, and the Town of Port
Deposit.


        ARTICLE FIVE: The name, address, and term of office of each member of the first Board of
Directors of the Authority are as follows:


          Name                                      Address                                    Term
1. ______________________________________________   ___________________________________________ l year
2. ______________________________________________   ___________________________________________ l year
3. ______________________________________________   ___________________________________________ 2 years
4. ______________________________________________   ___________________________________________ 2 years
5. ______________________________________________   ___________________________________________ 3 years
6. ______________________________________________   ___________________________________________ 3 years
7. ______________________________________________   ___________________________________________ 4 years
8. ______________________________________________   ___________________________________________ 4 years
9. ______________________________________________   ___________________________________________ 5 years

				
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