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019-01 BOARD OF SUPERVISORS RESOLUTION CREATING THE SHENANDOAH V ALLEY WATER AUTHORITY WHEREAS, the Board of Supervisors of Frederick County, Virginia, has duly considered the advantages of creating a regional water authority as provided in the Virginia Water and Sewer Authorities Act, Chapter 51, Title 15.2, Code of Virginia. NOW, THEREFORE, BE IT RESOLVED, by the Board of Supervisors of Frederick County, Virginia that the Shenandoah Valley Water Authority is hereby created and the Articles oflncorporation ofthe Shenandoah Valley Water Authority shall be as follows: Board of Supervisors Resolution No.: 019-01 12/12/01 BOARD MEETING - PUBLIC HEARING - PULLED FROM AGENDA UNTIL FURTHER NOTICE C:\TJP\resolutions\RegW aterArtotlncorp 12 t 20 1 BdMlg. wpd Page 1 of 10 ARTICLES OF INCORPORATION OFTHE SHENANDOAH VALLEY WATER AUTHORITY The Boards of Supervisors of the Counties of Clarke, Frederick, Page, Shenandoah and Warren, the City Council of Winchester and the Town Council of Front Royal, having signified their intention to create an authority pursuant to the Virginia Water and Sewer Authorities Act (Chapter 51, Title 15.2, Code of Virginia of 1950, as amended), which authority shall be a public body politic and corporate, do hereby certifY: (1) The name of the authority shall be the "Shenandoah Valley Water Authority" (the "Authority") and its principal office shall be located at Northern Shenandoah Valley Regional Commission, 103 E. Sixth Street, Front Royal, Virginia. (2) The goal of the Authority is to achieve a cooperative and consensual regional- based approach to water resource management. Through its efforts, the Authority should ensure citizens of the region a safe, reliable source of water and related treatment while at the same time, maximizing economic and environmental benefits for its members and the region. The Authority is formed for the purpose of developing and implementing. a comprehensive plan of drinking water supply and demand management for the Shenandoah River and Opequon Creek Watersheds which respects defined minimum instream flow requirements in sub-basins. The comprehensive plan shall establish the long-term goal of minimizing or reducing interbasin transfer when practical and cost effective in the construction of new facilities and transmission mains. The Authority shall also develop a comprehensive plan for source protection, and a comprehensive water resources communications plan for the Shenandoah River and Opequon Creek watersheds. The Authority will also serve as a forum and c:\ TJP\resolutions\RegWaterAnollncorp 12120 I BdMtg. wpd Page 2 of 10 a vehicle for enhancing the sustainability of small town water systems throughout the region. In addition, the Authority is formed for the purpose of acquiring, financing, constructing, leasing, operating and maintaining facilities for the production, impoundment, treatment and transmission of potable water. Those facilities may include, but not be limited to, sources of water supply, water intakes, reservoirs, filtration and purification plants, pumping stations, transmission lines, storage facilities and all other facilities deemed appropriate for fulfilling the purpose of the Authority together with all appurtenant equipment and appliances necessary or suitable therefor and all properties, rights, easements or franchises relating thereto and deemed necessary, convenient or appropriate by the Authority for its operation. The Authority is also formed for the purpose of acquiring, financing, constructing, leasing, operating and maintaining facilities for the collection, conveyance and treatment of wastewater. These facilities may include, but not be limited to, wastewater collection systems, conveyance lines, pumping stations, treatment facilities, and all other facilities deemed appropriate for fulfilling the purpose of the Authority together with all the pertinent equipment and appliances necessary or suitable therefore, and all properties, rights, easements, or franchises related thereto and deemed necessary, convenient, or appropriate by the Authority for its operation. The Authority may also develop projects relating to wastewater facilities where such projects have a bearing on source protection, return flows, groundwater recharge, small town sustainability, proliferation of septic systems in marginally acceptable areas, or other water supply issues. The Authority has no capital projects planned as of the date of execution of these Articles. C;\ T JP\resolutions\RegW aterArtoflncorp 12120 1 BdMtg. wpd Page3 of 10 (3) The names of the incorporating political subdivisions are the County of Clarke, the County of Frederick, the County of Page, the County of Shenandoah, the County of Warren, the City of Winchester and the Town of Front Royal. (4) The Towns of BerryviIle, Boyce, Edinburg, Luray, Mount Jackson, Middletown, New Market, Shenandoah, Stanley, Stephens City, Strasburg, Toms Brook and Woodstock are associate member jurisdictions of the Authority. (5) The powers of the Authority shall be exercised by a fourteen member Board of Directors ("Board"). Each incorporating political subdivision, in cooperation with the associate member jurisdictions located within its borders, shall appoint two representatives to serve as members of the Board, at least one of which shall be an elected official. The names and addresses of the first Board members, the names of the appointing political subdivisions and the year of expiration of the terms of the first members are as follows: Name and Address Appointing Political Subdivision Expiration of Term County of Clarke County of Clarke County of Frederick County of Frederick County of Page County of Page County of Shenandoah County of Shenandoah County of Warren County of Warren C:\TJP\resolutions\RegWaterArtotlm::orpI21201 BdMtg. wpd Page 4 of 10 City of Winchester City of Winchester Town of Front Royal Town of Front Royal Alternate Members Name and Address Appointing Political Subdivision Expiration of Term County of Clarke County of Frederick County of Page County of Shenandoah County of Warren City of Winchester Town of Front Royal The governing body of each incorporating political subdivision shall also appoint one alternate member to the Board. Each alternate shall be entitled to vote only in the absence of the designated member. The terms of the first members and alternates shall begin on the date the certificate of incorporation is issued by the State Corporation Commission and shall expire on June 30 in the year set forth above. The successor of each member and alternate shall be appointed for a term of four years or a term equal to the elected official's term in office. A member and an alternate shall hold office until his successor has been appointed and qualified, and any member and alternate shall be eligible for reappointment without limitation as to the number of terms. The initial member and C;\ TJP\resolutions\RegW alcrArtoflncorp 12120 I BdMtg. wpd Page 5 of 10 altcrnate or any succcssor may be removed with or without cause by the appointing governing body prior to the end of his term. A vacancy shall be created if any member or alternate who is a full time employee of a participating political subdivision ceases such employment. Any person appointed to fill a vacancy shall serve for the unexpired term. When appointing two representatives to serve on the Board, each incorporating political subdivision will caucus and work cooperatively with the associate members located within its borders. In addition, associate members may each be individually represented on the Board by one non-voting representative. Each associate member may also be represented on any special or standing committees established by the Authority. (6) The Authority shall have all of the rights, powers and duties as set forth in Chapter 51 of Title 15.2 of the Code of Virginia and any acts amendatory, subject to the following limitations set forth in this paragraph (6). Actions by the Authority shall not conflict with or impede the sovereignty and the local land use authority of any member jurisdiction. The Authority shall not construct or expand any water supply or wastewater systems, including but not limited to intake, treatment, transmission and impoundment facilities, or condemn land for such purposes, prior to obtaining the consent of the locality in which the system is to be located. No consent shall be required when the Authority undertakes construction to or expansion of water supply intake and treatment plants and wastewater treatment plants in existence as of the date of these Articles. Each member jurisdiction will retain authority and control over the management, use and protection of the surface water and groundwater resources within its jurisdiction. Each member jurisdiction will retain ownership and the authority to operate its existing water and wastewater systems and infrastructure unless the member agrees to a change c:\ TJP\resolutions\RegWaterArtotlncorp 12120 I BdMtg. wpd Page 6 of 10 Amends Paragraph 6 - adds this after the last sentence. This was not in the draft dated 10/24/01. This does not change anything. it is a matter of law. The Authority shall not sell water to localities which are not members of the Authority prior to obtaining unanimous consent of the member political subdivisions. The Authority is not empowered to duplicate utility services being performed in any areas served by another authority comprised in whole or in part of member jurisdictions of the Shenandoah Valley Water Authority. (7) The Authority shall cause an annual audit of its funds and its financial books and records to be made by an independent certified public accountant at the end of each fiscal year and a certified copy thereof shall be filed promptly with the governing body of each of the member political subdivisions. (8) Notwithstanding any future acts amendatory to the Code of Virginia, these Articles may be amended only with unanimous consent of the member political subdivisions. These Articles shall be deemed a reciprocal contract as between the member political subdivisions. IN WITNESS WHEREOF, the County of Clarke, the County of Frederick, the County of Page, the County of Shenandoah, the County of Warren, the City of Winchester and the Town of Front Royal have caused these Articles ofIncorporation to be executed in the names of the County of Clarke, the County of Frederick, County of Page, the County of Shenandoah, the County of Warren, the City of Winchester and the Town of Front Royal, respectively, by their proper officers and their seals to be affixed and attested by their clerks this _ day of , 2001. COUNTY OF CLARKE By Chairman in concert with the Authority. Each member will be guaranteed access to its existing sources of supply and treatment capacity for the use of its own jurisdiction unless the member agrees to a change in concert with the Authority. Member jurisdictions will not be obligated to participate in any new facility development projects and will not incur any capital or operating obligations associated with such projects unless they choose to do so. The Authority shall not sell water to localities which are not members of the Authority prior to obtaining unanimous consent of the member political subdivisions. (7) The Authority shall cause an annual audit of its funds and its financial books and records to be made by an independent certified public accountant at the end of each fiscal year and a certified copy thereof shall be filed promptly with the governing body of each of the member political subdivisions. (8) Notwithstanding any future acts amendatory to the Code of Virginia, these Articles may be amended only with unanimous consent of the member political subdivisions. These Articles shall be deemed a reciprocal contract as between the member political subdivisions. IN WITNESS WHEREOF, the County of Clarke, the County of Frederick, the County of Page, the County of Shenandoah, the County of Warren, the City of Winchester and the Town of Front Royal have caused these Articles of Incorporation to be executed in the names of the County of Clarke, the County of Frederick, County of Page, the County of Shenandoah, the County of Warren, the City of Winchester and the Town of Front Royal, respectively, by their proper officers and their seals to be affixed and attested by their clerks this _ day of ,200_. C:\T JP\rcsolutions\RegW alerArtolTncorp 12120 I BOMlg. wpd Page 7 of 10 (SEAL) ATTEST: Clerk, Board of Supervisors (SEAL) ATTEST: Clerk, Board of Supervisors (SEAL) ATTEST: Clerk, Board of Supervisors C:\T JP\resolutions\RegWaterArtoflncorp 121201 BdMtg. wpd COUNTY OF CLARKE By Chairman Board of Supervisors COUNTY OF FREDERICK By Chairman Board of Supervisors COUNTY OF PAGE By Page 8 of 10 Chairman Board of Supervisors (SEAL) ATTEST: Clerk, Board of Supervisors (SEAL) ATTEST: Clerk, Board of Supervisors (SEAL) ATTEST: Clerk of Council C:\ TIP\resolutions\RegW aterAnotlncorp 12120 I BdMtg. wpd COUNTY OF SHENANDOAH By Chairman Board of Supervisors COUNTY OF WARREN By Page 9 of 10 Chairman Board of Supervisors CITY OF WINCHESTER By Mayor (SEAL) ATTEST: Clerk of Council C:\TJP\resolutions\Rc:gW aterArtonncorp 12120 I BdMtg. wpd TOWN OF FRONT ROYAL By Mayor Page lO of 10 DRAFT 9/27/01 Current as of 10/24/0 I BYLAWS OF THE SHENANDOAH VALLEY WATER AUTHORITY (Adopted -.-1-.-12002) ARTICLE I - POWERS Section I. Powers and Duties. The Shenandoah Valley Water Authority (the "Authority") shall have all of the rights, powers and duties as set forth in Chapter 51 of Title 15.2 of the Code of Virginia of 1950 and any acts amendatory thereof as are necessary to carry out the purpose for which it was incorporated. Notwithstanding the foregoing, actions by the Authority shall not conflict with the local land use authority of any member jurisdiction, and each member jurisdiction will retain authority and control over the management, use and protection of the surface water and groundwater resources within its jurisdiction. ARTICLE II - GUIDING PRINCIPLES The goal of the Authority is to achieve a cooperative and consensual regional-based approach to water resource management. Through its efforts, the Authority should ensure citizens of the region a safe, reliable source of water while at the same time, maximizing economic and environmental benefits for its members and the region. Participation in the Authority shall result in net benefits for the member jurisdictions as well as collective benefits for the region. There shall be a fair and equitable sharing of costs associated with the actions and operations of the Authority. Each member jurisdiction will retain ownership of and the authority to operate its existing water and wastewater systems and infrastructure unless the member agrees to a change in concert with the Authority. To the extent that the Authority operates as a wholesale supplier of water supply and wastewater treatment to its member jurisdictions, it shall establish clearly defined retail service areas that its member jurisdictions will serve. ARTICLE III - BOARD Section 1. Members. The powers of the Authority shall be exercised by a fourteen member Board of Directors. Members shall be appointed by the governing bodies of the incorporating political subdivisions in the manner and for the terms as provided by the articles of incorporation. When appointing two representatives to serve on the Board, each incorporating political subdivision will caucus and work cooperatively with associate member jurisdictions located within its borders. SVWS Bylaws DRAFT 9/27/01 Current as of 10/24/01 Section 2. Alternates. The governing body of each incorporating political subdivision shall appoint an alternate member in the manner provided in the articles of incorporation and the term of the alternate shall be the same as that of the members, provided, however, that an alternate's term shall not expire because ofa member's death, disqualification, resignation, removal or termination of employment with the member's political subdivision. If a member is not present at a meeting of the Authority or any portion thereof, the alternate for that member present at such meeting shall have all the voting and other rights of a member hereunder and shall be counted for purposes of determining a quorum. Wherever reference is made in these bylaws to "member," such term shall include an alternate acting in place of a member pursuant to the conditions set forth in the immediately preceding sentence. All notices provided for herein shall be given to alternates as well as members. Section J. Vacancies. Ifa vacancy shall occur by reason of the death, disqualification, resignation, termination of employment with the appointing political subdivision, or removal of a member or alternate, the governing body of the political subdivision which shall have appointed such member or alternate shall appoint a successor to fill his unexpired term. Section 4. Associate Members. The governing body of each associate member jurisdiction shall appoint one representative who will have a non-voting seat on the Board. All notices provided for herein will be given to each representative as well as members of the Board. Associate members within an incorporating political subdivision together with that incorporating political subdivision comprise a consortium. Consortiums will caucus and work cooperatively regarding Board representation and voting on matters before the Board. ARTICLE IV - JOINDER OF OTHER JURISDICTIONS Section 1. Joinder. The Authority may provide for joinder as members by other political subdivisions located within the Shenandoah River Watershed pursuant to the provisions of 915.2-5112, Code of Virginia (1950), and any acts amendatory thereof Section 2. Board of Directors. Any such political subdivision so joined having a population greater than 12,000 people would be joined as a member jurisdiction and shall appoint one representative to serve as a voting member of the Board and one representative to serve as an alternate pursuant to the Articles ofIncorporation. Section J. Associate Members. Any localities with a population less than 12,000 people and located within a political subdivision which joins the Authority pursuant to this Article may have associate membership status and will have all rights commensurate with that status 2 SVWS Bylaws DRAFT 9/27/0\ Current as of 10/24/0 I ARTICLE V - MEETINGS Section l. Regular Meetings. Regular meetings of the Authority shall be held at least quarterly at the Authority's principal office or at such other location as may be determined by a majority of the Board. The Board may establish or change the date, time and place of any regular meeting at any prior meeting and may adjourn and meet from time to time or to another place. Notwithstanding the foregoing, the chairman or any eight Board members, may change the time and place of any regular meeting provided notice of such different time and place is given with the notice of such meeting. Written notice of all regular Authority meetings shall be given not less than seven days prior to the date of such meeting and notice shall be deemed given when deposited in the United States mail. The September meeting shall be the annual meeting of the Authority. Section 2. Special Meetings. Special meetings may be called by the chairman at his discretion or by any eight Board members upon 24 hours notice in writing hand delivered to all members of the date, time, place and purpose of the special meeting. A special meeting may be held without such written notice provided all Board members are present and waive such written notice. Section J. Ouorum. A majority of Board members shall constitute a quorum. Section 4. Voting. Each Board member shall be entitled to one vote on matters before the Authority. An affirmative vote of at least eight members is required for any actions of the Authority. No vote by any member of the Authority shall constitute or be construed as an official or unofficial commitment of the participating political subdivision represented by such member. ARTICLE Vl- OFFICERS AND DUTIES Section 1. Officers. The officers of the Authority shall consist of a chairman, vice chairman, a secretary, a treasurer and such other officers as may from time to time be elected or appointed by the Authority. The secretary and the treasurer need not be members of the Board and may be the same person. Section 2. Terms of Office. All officers shall be elected at the annual meeting of the Authority to serve for a term of one year or until their successors are elected or until they resign or are removed from office by the Board. The chairman and vice chairman may serve not more than two consecutive one year terms in such office. Any chairman or vice chairman who serves a partial term shall not be considered as serving a full term for purposes of this limitation. Section J. Removal of Officers. Any officer elected by the Board may be removed with or without cause by the Board whenever in its judgment the best interest of the Authority would be served thereby. 3 SVWS Bylaws DRAFT 9/27/01 Current as of 10/24/0 I Section 4. Vacancies. Any vacancy occurring in an office shall be filled for the unexpired term by the Board at the next regular meeting following the occurrence of such vacancy, or at a special meeting called for that purpose. If the vacancy occurs in the office of the secretary or treasurer, an acting officer shall be appointed by the chairman pending such election. Section 5. Chairman. The chairman shall preside at all meetings of the Authority at which he is present; and shall vote as any other member. He shall be responsible for the implementation of the policies established and the actions taken by the Authority; shall have all of the powers and duties customarily pertaining to the office of chairman of the Board; shall sign or countersign checks, vouchers or drafts as provided in Article IX; and shall perform such further duties as may be assigned to him by the Authority Section 6, Vice Chairman. In the event of the death or absence of the chairman or of his inability to perform any of the duties of his office or to exercise any of his powers, the vice chairman shall perform such duties and possess such powers as are conferred upon the chairman including signing checks, vouchers or drafts as provided in Article IX; and shall perform such other duties as may from time to time be assigned to him by the chairman or by the Authority. Section 7. Secretary. The secretary shall give to the members and alternates notice of all regular and special meetings ofthe Authority. He shall attend all such meetings and keep a record of their proceedings, which shall be a public record, and copies of which shall be mailed with the notice of the next succeeding regular meeting of the Authority, In general, he shall perform all of the duties incident to the office of the secretary and such other duties as may from time to time be assigned to him by the chairman or by the Board. Section 8. Treasurer. The treasurer shall have general charge and supervision of all of the books and accounts of the Authority; shall have custody of the monies and securities of the Authority and keep an accurate record of the source of all monies; unless otherwise provided, he shall sign or countersign such checks, vouchers or other instruments as require his signature; shall make a brief financial report at each regular meeting of the Authority and an annual report as soon as practicable after the end of each fiscal year; and shall perform all other duties incident to his office or that may be required of him by the chairman or the Board, ARTICLE VlI- STRATEGIC INITIATIVES AND FACILITY DEVELOPMENT Section I. Strategic Initiatives. The Authority shall undertake strategic initiatives in furtherance of the purposes for which the Authority was created and consistent with the guiding principles set forth in Article II hereof. These strategic initiatives may include, but are not limited to, development of comprehensive plans for drinking water supply and demand management and source protection, communications and public education, and small utilities assistance. The Authority shall develop guidelines for the planning, approval, and administration of its strategic initiatives. These guidelines shall provide for the fair and equitable sharing of costs associated with strategic initiatives. Members of individual consortiums will define their own 4 SVWS Bylaws DRAFT 9/27/01 Current as of 10/24/01 cost sharing formulas between themselves. The Authority will pursue party funding and grants to support strategic initiatives as appropriate. Section 2. Facility Development. The Authority may undertake facility development in furtherance of the purposes for which the Authority was created and consistent with the guiding principles set forth in Article II hereof. Facilities may include, but are not limited to, those types of projects set forth in paragraph two of the Articles of Incorporation. The Authority shall develop guidelines for its review and approval of facility development projects and the financing associated with those projects. Financing guidelines will establish criteria necessary to maintain desired credit status. Project approval guidelines will require consistency with the Authority's financing guidelines as well as the Authority's Comprehensive Plans for supply and demand management. Member jurisdictions participate in specific facility development projects only if they choose to do so. Member jurisdictions will not be obligated to participate in any new facility development projects and will not incur any capital obligations associated with such projects unless they choose to do so. Only the member jurisdictions which participate in specific facility projects will govern and administer the development project. The Authority shall develop guidelines for the governance and administration of facility development projects, including planning, approval, administration and cost allocation of the individual projects. Voting and governance as to specific projects will be weighted according to cost share. All costs associated with specific facility development projects will be borne by the member jurisdictions which participate in the development project. The Authority guidelines will provide for fair allocation of cost among any members or associate members that share.in a specific project. These guidelines may provide for cost sharing equally in the feasibility phase; by capacity shares through planning design and construction; by user pays/cost of service principles during operation based on capacity shares; and retroactively if joined in progress. The Authority shall be empowered to authorize by contract the said participating jurisdictions to secure Authority financing for the facility development project consistent with financing guidelines adopted by the Authority. The Authority shall be empowered to contract with its member jurisdictions to provide operation services for facilities when appropriate to maximize efficient and economical operation of those facilities ARTICLE VIII- COMMITTEES Section 1. Committees. The Authority may establish such special and standing committees and subcommittees, advisory, technical or otherwise, as it deems desirable for the transaction of its affairs. These committees may include, but are not limited to, an Administrative and Finance Committee, a Strategic Initiatives Committee, and a Facilities Development Committee. 5 SVWS Bylaws DRAFT 9/27/01 Current as of 10/24/01 All members and associate members can elect to appoint a representative of their jurisdiction as a voting member of any committee or subcommittee. The Board will establish guidelines for the approval of committee and subcommittee proposals. Committees will bring products of their consensus process to the Board for approval. The Board recognizes that stakeholder groups, such as citizen, business and environmental associations and organizations, as well as agencies, departments and commissions of the federal, state and local governments, can bring important perspectives, information and assistance to aid in the work of the Authority. In the establishment of committees, the Board may appoint representatives from such groups or entities to appropriate committees and subcommittees as voting or as ex officio non-voting members. The number of such appointees shall be limited to maintain functional size for each committee. ARTICLE IX - ADMINISTRATION Section 1. Staffin!!:. When necessary the Authority shall employ an executive director who shall serve at the pleasure of the Board. Initial Authority staffing shall utilize the member government resources of the Northern Shenandoah Valley Regional Commission, local staff and contractual services as required. The Authority shall pay for staffing such compensation as it deems necessary and advisable to carry out its duties and implemeotits projects, programs, and other functions. Section 2. Duties of Executive Director. The executive director shall have direct supervision of all of the other employees of the Authority and, subject to the authority of the Board and its officers, direct control of the management of the affairs of the Authority. The executive director shall employ all employees of the Authority in accordance with the budget and with any pay and classification plan as adopted by the Authority. Until such time as a full time staff is required, the Authority may contract for services. The executive director shall act as disbursing officer, and shall be responsible for the payment of all bills, debts, or requisitions in accordance with the Authority's budget. He shall be responsible for keeping a record of all monies paid out and received and of receipts of vouchers to cover each expenditure. He shall be responsible for preparing and presenting the annual budget and the capital improvement and financial plans, The executive director, upon specific authorization by the Authority, shall have power to sign in its behalf any agreement or other instrument to be executed by the Authority. The executive director shall not contract for any consulting services including legal, financial or engineering services, without authority or approval from the Board. Unless otherwise provided, he shall sign checks and vouchers in payment of obligations of the Authority. 6 SVWS Bylaws DRAFT 9/27/01 Current as of 10/24/01 ARTICLE X - FINANCES AND PAYMENTS Section 1. Administrative Cost. The Authority shall adopt rules and guidelines for the fair and equitable apportionment of cost associated with the overhead and administration of its day-to-day business affairs. Members of individual consortiums will define their own cost sharing formulas among themselves. Section 2. Finances and Payments. The monies of the Authority shall be deposited in such bank as the Authority shall designate, and all payments (with the exception of those from petty cash) shall be made by checks. Checks and drafts shall be signed in the name of the Authority by the executive director or, in the absence of the executive director, by the chairman or the treasurer. Section 3. Audits. The Authority, at least once each year at the end of each fiscal year, shall cause an audit to be made by an independent certified public accountant of the funds and financial books and records of the Authority. Section 4. Bonds. The Authority shall cause fidelity bonds in amounts deemed by it to be adequate to be secured covering each of its officers and employees who receive or disburse its funds and any other officers and employees the Board deems appropriate. Section 5. Fiscal Year. The fiscal year of the Authority shall commence on July 1 of each year and shall terminate on the folIowing June 30. ARTICLE XI - BUDGET AND CAPITAL IMPROVEMENTS PLAN Section I. Annual Budget. The Authority shall adopt by December 31 the annual operating budget for the upcoming fiscal year. Immediately folIowing its adoption, a copy of the budget shalI be forwarded to each participating political subdivision. Section 2. Capital Improvement Plan. The Authority shalI have a 20-year capital improvement plan which shall be updated annually by October 31. Immediately following its adoption, a copy of the capital improvement plan shall be forwarded to each participating political subdivision. Section 3. Financial Plan. The Authority shall have a 10-year financial plan which shall be updated annually by October 31. Immediately folIowing its adoption, a copy of the financial plan shall be forwarded to each participating political subdivision. 7 SVWS Bylaws DRAFT 9/27/01 Current as of 10/24/0 I ARTICLE XII - AMENDMENTS Section I. Amendment. Any proposed amendment, repeal or alteration, in whole or in part, of these bylaws shall be presented in writing for a first time at a regular meeting of the Authority. Such proposal may be considered and amended at such meeting, but shall not be acted upon for final approval by the Authority until a subsequent regular meeting or a special meeting called for the purpose. At such subsequent meeting such proposal shall be presented in writing a second time, shall be subject to further consideration and amendment, and may thereafter be acted upon for final approval by the Board. Any amendment to the bylaws shall be effective only upon approval by two thirds of the members of the Board. No amendments shall be made to these bylaws which conflict with the articles of incorporation, service agreement or any provision in Chapter 28 of Title 15.1 of the Code of Virginia as amended. ARTICLE XIII- PROCEDURES Section 1. Parliamentary Procedure. In all matters of parliamentary procedure not specifically governed by these bylaws, Roberts' Rules of Order and any rules adopted by the Board shall apply. ARTICLE XIV - SEAL Section 1. Seal. The Authority shall provide a corporate seal, which shall have inscribed thereon the name of the Authority, the word "SEAL" and the date (year) of incorporation. ARTICLE XV - WAIVER OF NOTICE Section 1. Waiver of Notice. When any notice is required to be given under the provisions of the Virginia statute or under the provisions of the articles of incorporation, or under the provisions ofthese bylaws, a waiver thereof in writing signed by the member or members entitled to such notice, either before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ADOPTED by the Board of Directors of the Shenandoah Valley Water Authority this _day of ,2001. 67.5 Authority BylawsSep27 6 ~ ',-.,~'..'.#