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HomeMy WebLinkAbout093-26 (Modifications-ArticlesOfIncorporation-Fred-WincServiceAuthority) CI W,.,/ 441�jo RESOLUTION APPROVING MODIFICATIONS TO THE ARTICLES OF INCORPORATION OF THE FREDERICK WINCHESTER SERVICE AUTHORITY WHEREAS, in the interest of efficient water quality management for the Opequon Creek drainage basin and other basins within the confines of Frederick County,the City and the County formed Frederick-Winchester Service Authority("FWSA")in 1974;and WHEREAS,changes are being proposed to the Articles of Incorporation of the Frederick-Winchester Service Authority so that there is equal representation between the City and Frederick County. NOW, THEREFORE, BE IT RESOLVED by the Frederick County Board Of Supervisors,Virginia, that the Articles of Incorporation of the Frederick-Winchester Service Authority as amended, in substantial form as is set forth in Exhibit 1,is hereby approved,and the County Administrator or designee is directed and authorized to take any and all actions that are reasonable and necessary to effectuate the purpose of this Resolution,including, without limitation,executing any documents, subject to any changes deemed reasonable and necessary by the County Attorney. This resolution shall take effect upon adoption by the Frederick County Board of Supervisors and approval of the amended Articles of Incorporation by the Common Council of the City of Winchester. ADOPTED this l 0'day of June 2026. John F. Jewell, Chairman Aye Michael D. Guevremont Aye Albert L. Orndortl' Aye Robert T. Liero Aye Jason C. Aikens Aye Gary R. Oates Aye Robot W. Wells Aye Michael L.Bollhoe Clerk, Board of Supqrvisors County of FrederiAd Virginia No. 093-26 �\�ester se F� rP'�� Frederick-Winchester Service Authority Mailing Address:P.O.Box 43 Winchester,Virginia 22604 1974 Office:2 N Cameron Street Winchester,Virginia 22601 (540)7913-3049 MEMORANDUM TO: Frederick County Board of Supervisors FROM: Candice Perkins, FWSA Executive Director DATE: May 28, 2026 SUBJECT: Public Hearing - Frederick-Winchester Service Authority Modifications to the Articles of Incorporation The Frederick Winchester Service Authority (FWSA) is governed by their Articles of Incorporation which outline the purpose, powers, Board member composition, and auditing provisions for the authority. The articles were originally drafted in 1974 with the creation of the Authority and have been amended numerous times since. The primary amendments previously approved include the removal of water supply provisions, the membership of the Board, and compensation provisions. FWSA has reviewed the articles to ensure they meet the current needs and operation of the Authority and have proposed changes for consideration. Proposed changes to the articles include: o The FWSA Board is made up of nine members; the City of Winchester appoints five members and Frederick County appoints three members and the City and County appoint the ninth member jointly. The FWSA has recommended a reduction Board from nine members to five members, two members would be appointed by the City of Winchester, two members by Frederick County, and one jointly appointed member. Two members would initially be appointed for four-year terms and three members for two-year terms with subsequent appointments for four years. o Updates to the compensation provision to state that the Authority would set compensation and that City/County employees would serve without compensation. o Revision to the engineering studies and estimates provision. The FWSA Board discussed these changes at their April 20, 2026 meeting and recommended approval of the amended articles. The City of Winchester held a public hearing for these amendments at their May 26, 2026 meeting and approved the proposed changes. With the review and approval of the proposed changes both entities recommended approval of new board members and term limits. Requested Action:The FWSA is seeking approval from the Frederick County Board of Supervisors on the requested amendments to the Frederick-Winchester Service Authority's Articles of Incorporation and appointment of the following: Frederick-Winchester Service Authority RE: FWSA Organizational Documents May 28, 2026 Page 2 Eric Lawrence (current member), Frederick Water, Term—June 10, 2026-July 1, 2030 Cheryl Whittle (current member), Frederick Water, Term —June 10, 2026-July 1, 2028 Proposed Joint Member -John Willingham (current member and FWSA Board Chairman), Term —June 10, 2026-July 1, 2028 Attachment: FWSA Articles of Incorporation with proposed changes Articles of Amendment - Draft CONCURRENT RESOLUTION SIGNIFYING THE INTENTION OF THE COMMON COUNCIL OF THE CITY OF WINCHESTER, VIRGINIA AND THE BOARD OF SUPERVISORS OF FREDERICK COUNTY, VIRGINIA TO AMEND THE ARTICLES OF INCORPORATION OF THE FREDERICK-WINCHESTER SERVICE AUTHORITY WHEREAS, by Concurrent Resolution of the City of Winchester, Virginia (the "City") and the Board of Supervisors of Frederick County, Virginia (the "County) and a Certificate of Incorporation issued by the State Corporation Commission pursuant to the Virginia Water and Waste Authorities Act (the "Act"), the Frederick-Winchester Service Authority) (the "Authority") was incorporated as a public body politic and corporate in 1974, and subsequently amended from time to time; and WHEREAS, the City and County desire to further amend and restate the Articles of Incorporation to reduce the number of Board members of the Authority and to modify the compensation provision of the Articles Incorporation, as more fully set forth hereinafter. NOWFORE, THEREFORE, BE IT RESOLOVED by the Common Council of the City of Winchester, Virginia and the Board of Supervisors of Frederick County, Virginia, in separate meetings assembled, that the Articles of Incorporation of the Frederick-Winchester Service Authority be amended and restated in the following manner: a) The name of the Authority is "Frederick-Winchester Service Authority" b) The term of the Authority shall expire January 1, 2058 c) The names of the iRGGFPGF@tiRg amending and restating political subdivisions are the City of Winchester, Virginia, and Frederick County, Virginia. d) The purposes for which the Authority is created are: (1) To acquire, finance, construct, operate and maintain facilities for the abatement of pollution by the treatment of sewage collected from the City and all portions of the County that are not being or will not be served by Frederick County Sanitation Authority, including treatment plants, trunks or interceptors and pumping stations, together with all appurtenant equipment and appliances and properties, rights, easements and franchises related thereto or deemed necessary or convenient by the Authority for their operation, but not including sewage collection facilities. (2) The Authority may undertake any project in furtherance of the foregoing purposes. Articles of Amendment - Draft (3) The Authority may contract with the City, the County, or any authority therein created pursuant to the Act to treat sewage delivered to the Authority's facilities upon such terms as the Authority shall determine; provided, however, that any such contract shall include as parties thereto the Authority, the City and the County (or any agency of the County designated for that purpose by its Board of Supervisors). The Authority is expressly prohibited from contracting with any other party desiring service, except upon the written consent of the City and the County (or any agency of the County designated for that purpose by its Board of Supervisors). (4) The governing bodies of the City of Winchester, Virginia and Frederick County, Virginia have determined that pending completion of necessary engineering studies and estimates, it is not practicable to provide preliminary engineering studies and estimates, it is not practicable to provide preliminary capital costs, proposals for any specific projects to be undertaken by the Authority, and preliminary estimates of initial rates for service of such projects certified by responsible engineers at this time. The governing bodies of the City of Winchester, Virginia and Frederick County, Virginia find that the inclusion of such information is impracticable at this time. (e) The powers of the Authority shall be exercised by a Board of n e (9) five (5) members, as follows: (1) Five-(5) Two (2) members appointed by the Common Council of the City of Winchester, Virginia with one of said members to service for an initial term of for (4) years and thereafter serve terms of four (4) years, and the second member to service an initial term of two (2) years and thereafter serve terms of four(4) years; (2) Three (3) Two (2) members appointed by the Board of Supervisors of Frederick County, Virginia, with concurrent approval by the Frederick County Sanitation Authority, d.b.a. Frederick Water, with one of said members to service for an initial term of for (4) years and thereafter serve terms of four (4) years, and the second member to service an initial term of two (2) years and thereafter serve terms of four(4) years; (3) One member appointed by the concurrent action of the Common Council of the City and of the Board of Supervisors of the County, for an initial term of two (2) years and thereafter to serve terms of four (4)years, Any member may be removed by the governing body or bodies appointing him or her, without cause. Vacancies shall be filled only for the unexpired term. Members shall hold office until their successors have been appointed and qualified. Members shall be eligible for re-appointment to succeed h h f the +harity II hay t +ieR + that +ho themselves. as�e+l�er�-�,� � ��e�w+t �pe�lsa,��e�Eee�r-�-R,� Articles of Amendment - Draft Members of the Board of the Authority shall serve with compensation as shall be fixed from time to time by the Authority. Those members of the Board who are employees of the City, the County or Frederick Water, shall serve without compensation. Members may be reimbursed for actual expenses necessarily incurred in the performance of their duties. (h) The Authority shall cause an annual audit of its books and records to be made by the State Auditor of Public Accounts or an independent certified public accountant at the end of each fiscal year and a certified copy thereof to be filed promptly with the Common Council of the City of Winchester and the Board of Supervisors of Frederick County.