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HomeMy WebLinkAboutRes 45-06 10/03/2006 RESOLUTION 45-06 AUTHORIZING MEMBERSHIP AND PARTICIPATION IN THE NORTHEASTERN ILLINOIS PUBLIC SAFETY TRAINING ACADEMY (NIPSTA) WHEREAS, a number of municipalities and fire protection districts located in northeastern Illinois formed the Northeastern Illinois Public Safety Training Academy study entity which organized and appointed officers on July 23, 1997; and WHEREAS, the purpose of the study entity was to complete a site master plan; a business plan; prepare a workable governance structure; negotiate a lease agreement with the Village of Glenview owner of the proposed academy site; and such other due diligence activities as would be necessary to determine the feasibility of creating a full service Police and Fire Training Academy to be located on approximately a twenty-one acre parcel made available by the Village of Glenview on the former Glenview Naval Air Station site; and WHEREAS, the study entity Board of Directors did in fact undertake and complete a site Master Plan which was done in conjunction with Teng and Associates, Inc., and dated May 25, 1999; and WHEREAS, the study entity Board further employed the services of Mesirow Stein Real Estate, Inc., and completed a detailed business plan for a training academy which included an initial proposed budget for operations dated June 6, 2000; and WHEREAS, the study entity Board created a governance structure in the form of a contract and bylaws document with the final Draft, dated February 14, 2001, having been recommended by the study entity Board of Directors; and WHEREAS, the Glenview Village Board unanimously adopted Resolution 01-10 on March 6, 2001, authorizing a lease agreement with NIPSTA for the referenced site under terms and conditions favorable to the formation and operation of a permanent training academy; and WHEREAS, the study entity Board of Directors, after completing all of these plans, studies, and documents, has thoroughly reviewed this material and at a Board meeting held on February 13, 2001, voted unanimously, with one abstention, to recommend that the member jurisdictions establish a permanent training academy also to be known as the Northeastern Illinois Public Safety Training Academy (NIPSTA) which will occupy the site provided by the Village of Glenview; and WHEREAS, the Corporate Authorities of the Village of Mount Prospect have received and reviewed a copy of the final report of the study entity dated March 2001, along with copies of the various plans and studies completed by the entity; and WHEREAS, the Corporate Authorities of the Village of Mount Prospect concur with the findings of the study entity Board that the creation and operation of a permanent public safety training academy on this site will be a direct benefit to the Village of Mount Prospect and will promote the general health, safety, and welfare of the residents served by public safety agencies within this region. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT ACTING IN THE EXERCISE OF THEIR HOME RULE POWERS: SECTION 1: The Corporate Authorities do hereby incorporate the foregoing WHEREAS clauses into this Resolution as though fully set forth therein thereby making the findings as hereinabove set forth. SECTION 2. The President of the Village of Mount Prospect is hereby authorized to execute and the Clerk of the Village of Mount Prospect is authorized to attest the Intergovernmental Agreement and Contract and Bylaws, which is attached and incorporated herein authorizing membership for the Village of Mount Prospect in the Northeastern Illinois Public Safety Training Academy (NIPSTA). SECTION 3. The Corporate Authorities of the Village of Mount Prospect further select and designate Fire Chief to serve as the delegate and Deputy Fire Chief to serve as the alternate delegate representing the Village of Mount Prospect on the Northeastern Illinois Public Safety Training Academy (NIPSTA) Board of Directors. SECTION 4: That this Resolution shall be in full force and effect upon its passage and approval. AYES: Corcoran, Hoefert, Korn, Lohrstorfer, Skowron, Zadel NAYS: None ABSENT: None PASSED and APPROVED this 3rd of October 2006 ~P/~/:f/~ Irvana K. Wilks Mayor / ....._/0 ".0. /~?'< / / / v/ /~Ad7:7-r'~? re,-a.// M. Lis-a Angell J Village Clerk INTERGOVERNMENTAL AGREEMENT THIS INTERGOVERNMENTAL AGREEMENT IS ENTERED INTO by and between the units oflocal government or public agencies as defined in the Statutes of the State of Illinois and pursuant to Article VII, Section 10 of the 1970 Constitution of the State of Illinois, and 5 ILCS 220/.01, et seq of the Illinois Compiled Statutes (2000 State Bar Edition). In order to accomplish certain goals and aims of the various communities, the following hereafter will be the contract and by-laws for the public agency to be established under the name of Northeastern Illinois Public Safety Training Academy (NIPSTA) which will set forth the obligations and responsibilities of the cooperating units of government as hereinafter specified and further, shall be organized and governed as stipulated in this contract and bylaws. NOW THEREFORE, in consideration of the promises, mutual covenants, and agreements to be performed by the parties, the Contract and Bylaws ofNIPST A are as follows: CONTRACT & BYLAWS Northeastern Illinois Public Safety Training Academy ARTICLE I: PURPOSE AND SCOPE The Northeastern Illinois Public Safety Training Academy (NIPSTA) is a cooperative venture voluntarily established by contracting units of local government. The general purpose is to provide for an organization of geographically related municipalities and public safety agencies in the area of metropolitan Chicago through which the participants may jointly and cooperatively provide for the establishment, operation and maintenance of a public safety training facility to provide instructional, training and research programs of mutual concern for the use and benefit of the participants and others. In order to keep this objective, the Northeastern Illinois Public Safety Training Academy will provide for its autonomous members a forum through which they may jointly study and solve mutual and instructional problems, exchange viewpoints and experiences in matters of public safety interest. Further intergovernmental cooperation and whenever deemed necessary, develop a strategy and plan of action for the purpose of achieving common goals. ARTICLE II: NAME The name of the organization shall be the Northeastern Illinois Public Safety Training Academy (NIPSTA), hereinafter referred to as the "Academy." ARTICLE III: DEFINITIONS Academy The Academy shall mean the Northeastern Illinois Public Safety Training Academy (NIPSTA), which shall become an Intergovernmental Agency as a result ofthe acceptance by the member jurisdictions having executed the appropriate Intergovernmental Agreement. Board of Directors The Academy Board of Directors shall be the governing board and shall be comprised of one designated representative from each member municipality or public safety agency, provided however that such designee shall be an Elected Official, Chief Administrative Officer or a Department Director of each qualified voting member. The Board of Directors shall elect all NIPSTA officers. Chief Executive Officer (C.E.O.) The President of the Board of Directors shall be the Chief Executive Officer of the Academy. Council Coordinator Shall be the Vice-President of the Board of Directors who shall chair all Training Council meetings and coordinate all Council activities. Executive Committee A committee comprised of all elected officers of the Academy along with the immediate past president and chairpersons from each of the Standing Committees. Executive Director An employee of the Academy who shall be the Chief Administrative Officer of the Academy and shall be responsible for the daily operation of the Academy under the direction of the President. Member Member shall be a municipality or fire protection district whose governing board has adopted the model resolution authorizing participation in NIPST A and has further executed the necessary Intergovernmental Agreement including the Contract and Bylaws to facilitate membership and paid the necessary dues assessments to remain an active member ofNIPST A. Member municipalities and fire protection districts shall have membership alternatives as specified in Article IV of this document. Further, the Board of Directors may establish standards and criteria for non- municipal "affiliate" membership from time to time should a majority of the Board approve both the membership criteria and each affiliate application. Each approved affiliate member must pay dues and abide by all membership criteria approved by the Board of Directors. Standing Committee The individual selected to chair each of the Standing Committees Chairperson identified in these Bylaws. 2 Training Council The Training Council shall be comprised of the chairpersons of the committees on Fire/Emergency Medical Services Training, Police/Law Enforcement Training, Municipal Support Training and Private Industry Training and Liaison and shall be chaired by the Vice-President of the Board of Directors who shall also be known as the Training Council Coordinator when acting in this capacity. ARTICLE IV: PARTICIPATION Section 1 - Voting Members All cities, villages, and fire protection districts within the Chicago metropolitan area, which provide life-safety and protective services, are eligible for participation as "voting members." Participation shall be contingent upon the adoption of the enabling resolution authorizing membership in the Academy, the execution ofthe Contract and Bylaws of the Academy, the payment of such sums and under such conditions as are set fOlih by the Board of Directors. New participants shall be admitted upon the recommendation of a majority vote of the Executive Committee and approved by majority vote of the Board of Directors. Section 2 - Non-Voting Affiliate Members School districts, park districts or other governmental units or bodies, joint action agencies, public utilities, and other interested companies or organizations are eligible to become non-voting affiliate members. Such non-voting members shall be entitled to attend and participate in all meetings, receive Academy reports and publications and participate in training activities at the same cost as full Academy members but shall not be entitled to vote. Non-voting affiliate members must be agencies or organizations, whose boundaries or service areas are generally consistent, with those of the existing membership and who, upon the recommendation of a majority vote of the Executive Committee, are approved by a majority vote of the Board of Directors. Section 3 - Membership and Withdrawal or Expulsion A. Academy Membership. Initial Academy membership of an entity shall be for a (2) two-year period, renewable for one (1) year periods thereafter. Withdrawal of membership can be accomplished by written notification of the withdrawing entity one (1) year prior to the end of the initial two (2) year membership term or one (1) year prior to any subsequent fiscal year and all subsequent membership withdrawals shall occur on the fiscal year date. Withdrawal of an entity does not remove or eliminate the responsibility of the withdrawing entity for any long-term indebtedness encumbered 3 during their period of membership ifany, provided however that a member who has provided notice of withdrawal shall not be required to accept any responsibility for any indebtedness incurred by the Agency following the date of notification of pending withdrawal. Members withdrawing membership waive all dues paid prior to the withdrawal date and all other assessments, fees, charges or equity paid or earned prior to their withdrawal date. Municipal and fire district members shall fall into the following categories: 1. Full Municipal- A full municipal member shall be assessed dues for all authorized sworn public safety personnel within the organization (full time equals 1, paid on calVpart-time 3 equal 1), which shall make all employees of the jurisdiction eligible to participate in training activities at, or sponsored by NIPSTA at the membership rate. 2. Departmental Municipalities may join with only one public safety department and shall be assessed dues based only upon the total number of authorized_sworn personnel in that department (full time equals 1, paid on calVpart-time 3 equal 1). Departmental members shall receive training at the NIPST A membership rate only for those employees within the participating department. All other employees from that member jurisdiction utilizing training, sponsored or provided by NIPST A shall pay the non-member rate. 3. Fire Protection Districts shall be assessed membership dues for all authorized sworn public safety personnel carried on their roster. All employees of a fire protection district shall be eligible to participate in NIPSTA sponsored training activities at the NIPSTA member rate. 4. Affiliate members. The Board of Directors may from time to time establish such standards and criteria including a dues structure as a majority of the Board may deem appropriate for non- voting affiliate members. Affiliate members may include other governmental entities, joint action agencies, public utilities, private corporations, or educational institutions that may from time to time be approved for affiliate membership upon the affirmative vote of a majority of the Board of Directors. B. Expulsion of Members. The Academy membership may, by a vote of two-thirds (2/3) of the membership of the Governing Board, expel any member ofthe Academy. Such expulsion shall take effect at the beginning of the next fiscal year, and may be carried out for one or more of the following reasons: 1. Failure to pay any and all dues and assessments levied by the Academy. 4 2. Failure to carry out any obligation, condition or requirement of the Academy, pursuant to the, Contract and Bylaws or other written intergovernmental agreements or Academy policies enacted by majority vote of the Board of Directors. No member may be expelled except after notice from the Governing Board to the defaulting member of the alleged failure along with a reasonable opportunity of not less than thirty (30) days to cure the alleged failure. The member may request a hearing before the Board of Directors, prior to any decision regarding expulsion. The Governing Board shall set the date for a hearing which shall not be less than fifteen (15) days after the expiration of the time to cure the default, has passed. A decision by the Board of Directors to expel a member after notice and hearing and failure to cure the alleged defect shall be [mal. After expulsion, the former member shall continue to be fully obligated, as required in Section A, of this Article. ARTICLE V: GOVERNANCE & ORGANIZATION Section 1 - Board of Directors A. Board Established. The Board of Directors is hereby established which shall be the Governing Board for the Academy. B. Intent and Purpose. The purpose of the a Board of Directors is to serve as the governing Board who will make all [mal policy decisions, set goals and objectives and be responsible for the governance of the Training Academy. C. Membership, Term of Office and Voting. Each voting member of the Agency shall have one (1) delegate and one (1) alternate delegate on the Board of Directors both of whom shall be selected by resolution adopted by the Corporate Authorities of each member. Membership on the Board of Directors shall be restricted to Mayors/Presidents, Trustees/Aldermen, Managers/Administrators, Assistant Managers/Administrators, or Department Directors from the member jurisdiction. Each member shall have one (1) vote which may be cast by the delegate or alternate member provided, however, a roll call vote will be required to show the affIrmative vote of at least two-thirds (2/3) of the Board of Directors in order to adopt the annual budget, establish membership dues, authorize special assessments, or hire an executive director. All other actions of the Board of Directors will require a simple majority of the members present and voting, except as provided elsewhere in these bylaws. Voice votes will normally be used to conduct agency business provided, however, a roll call vote may be requested by any Board member in attendance at a meeting for any other item of 5 business not specified in this section. Both the delegate and alternate shall be permitted to attend all Board meetings and participate in Agency activities. D. Duties and Authority. As the Governing Board, the Board of Directors shall have the [mal authority to set policy and to govern the overall operations of the Academy, except as specifically delegated elsewhere in this Contract and Bylaws document or as delegated by the Board of Directors. Those powers and duties shall include: 1. Setting overall goals and objectives to accomplish the Academy's mission as a public safety training facility. 2. Develop plans and authorize financing for the necessary build-out of the site and maintain responsibility for the continuing care and development of the facility. 3. Review and approve the annual budget and oversee the financial operations of the Academy 4. Make appointments to standing and ad hoc committees and task forces. 5. Approve written rules and policies, authorize contracts with member communities, other governmental jurisdictions, and private business enterprises. 6. Hire an Executive Director, develop and from time to time approve changes in personnel policies and rules and regulations as may be necessary for recruiting and maintaining adequate staff to meet Academy objectives. 7. Appoint a nominating committee, when required, who shall be selected from among members of the Board of Directors to review qualifications and prepare a proposed slate of officers for the Academy. 8. Adopt, no later than June 1,2002, procurement and purchasing policies for the Academy consistent with State laws governing purchasing and procurement by the member public agencies of the Academy. 9. Take such other actions and make policy decisions regarding the operation of the Academy as may be necessary from time to time. E. Meetings. Regular and special meetings of the Board of Directors shall be scheduled and procedures followed as stipulated in Article VIII "Meetings and Procedures" of this Contract and Bylaws. Section 2 - Elected Officers A. Officers Created. There shall be a President, Vice-President, Secretary and Treasurer nominated and elected by the Board of Directors, who shall constitute the elected officers of the Academy 6 B. Intent and Purpose. The elected officers shall form the nucleus of the Executive Committee and each shall fulfill the powers and duties granted in this Section of the Contract and Bylaws. C. Membership and Term of Office. The President, Vice-President and Secretary shall be selected from among the members of the Board of Directors; however, the Treasurer who shall also be elected by the Board need not be a member of the Board of Directors. All Officers will be elected for two (2) year terms and will serve until their successor is elected and takes office. D. Duties and Authority. The officers of the Academy shall have the duties and authority as stipulated: 1. President. The President shall be the Chief Executive Officer of the Academy and shall preside at all meetings of the Board of Directors, and the Executive Committee. The President shall also sign all resolutions and other policy statements adopted by the Board of Directors and shall also execute contracts entered into by the Academy with other jurisdictions or private business enterprises. 2. Vice-President. The Vice-President shall serve as presiding officer in the absence of the President and shall represent the Academy as directed by the President or in the President's absence. The Vice-President shall also chair the Training Council and serve as Training Coordinator. 3. Secretarv. The Secretary shall be responsible for keeping all the official records ofthe Academy, taking minutes of all Board of Director's meetings, shall be custodian of the Corporate Seal and shall attest the signature of corporate officials as required on necessary legal documents. 4. Treasurer. The Treasurer shall be responsible for overseeing all fmancial operations of the Academy including accounting for all revenues and expenditures, preparation of the annual budget and the authorization of all warrants for payment of all goods and services acquired by the Agency. The Treasurer shall also cause an annual audit to be completed by an independent Certified Public Accountant (CPA). Section 3 - Executive Committee A. There is hereby established an Executive Committee of the Board of Directors, comprised of all Elected Officers, the Immediate Past President and the Chairpersons of all Standing Committees. 7 B. Intent and Purpose. The Executive Committee shall be responsible for overseeing the Agency's day-to-day operations, which will be under the control of an appointed Executive Director and shall insure the implementation of all policies established by the Board of Directors. C. Membership. Term of Office. The Executive Committee shall be comprised ofthe President, Vice- President, Secretary, Treasurer, Immediate Past President and the Chairpersons of all Standing Committees. In addition, the Executive Committee may authorize a representative from a non- voting member to be appointed as an ex-officio member of the Executive Committee, however, each such appointment will be reviewed annually. D. Duties and Authorities. 1. Insure all policies approved by the Board of Directors are fully implemented by the Executive Director and his staff. 2. Establish the criteria and serve as a screening committee for the selection of an Executive Director and for subsequent replacements whenever a vacancy occurs in that position. The Executive Committee's [mal recommendation shall be forwarded to the Board of Directors for confirmation of the appointment. 3. Recommend the establishment of personnel policies, and rules and regulations including salary schedules and fringe benefit packages as needed from time to time to insure the Academy's ability to recruit and retain qualified staff. 4. Develop and recommend to the Board of Directors draft operating rules, regulations, policies, and other guidelines which the Executive Committee may from time to time deem necessary to insure the competent and efficient operation of the Academy. 5. Review each annual budget prepared by the Treasurer and the Finance Committee prior to submittal to the Board of Directors for adoption. 6. Exercise such authority and conduct business as may be delegated to it from time to time by the Board of Directors. Section 4 - Standing Committees A. The Academy will have seven 0) standing committees. 1. Finance and Administration 2. Fire/Emergency Medical Services Training 3. Police/Law Enforcement Training 4. Municipal Support Training 5. Private Industry Training & Liaison 8 6. Public and Legislative Information 7. Facilities and Grounds B. A chairperson will be appointed by the President. with the approval of the Board of Directors for each standing committee. All chairpersons will either be a member of the Board of Directors or an elected or appointed officer ofa member jurisdiction having at least the rank of Department Director. C. Committee members shall be appointed from among the elected officials and employees of member jurisdictions and shall serve two year terms provided, however, that committee members may be re- appointed. The President with the approval of the Executive Committee shall appoint all committee members. D. Each committee shall be comprised of at least seven (7) members, one of whom shall be the chairperson. Upon hearing a recommendation from the chairperson, the Executive Committee may authorize additional committee members. E. Duties and Authority. 1. Standing Committee Chairpersons a. Chair all committee meetings. b. Develop and implement rules and guidelines to facilitate Committee operations. c. Oversee Committee issues, prepare agendas and facilitate Committee activities. d. Present the Committee's decisions and policy recommendations to the Executive Committee, the Training Council, or when relevant the Board of Directors. 2. Committee on Finance and Administration. a. Establish Academy accounting and budgeting policies and procedures and oversees the preparation of the annual budget and annual fmancial report. b. Periodically review revenue and funding policies of the Academy. c. Recommend a final budget to the Executive Committee and the Board of Directors. d. Recommend a per capita assessment for each member as required to meet anticipated annual funding levels. e. Review and present to the Executive Committee a regular list of expenditures and a monthly budget report. f. Review the quarterly statements and present those to the Board of Directors with any appropriate explanatory notes. g. Review the audit report and management letter prepared by the auditors each year. 9 h. Review and establish all insurance limits and requirements of the Academy and its membership. 1. Review and recommend the establishment of personnel policies, and rules and regulations including the establishment of salary schedules and benefit programs, along with other management controls and administrative policies as may become necessary to facilitate Academy operations. J. To develop and recommend for Board approval public procurement policies and guidelines for the Agency's use which conform to the then current State law for procurement by governmental Agencies. k. Conduct any other business that may not be covered in this Contract and Bylaws or in any other Academy rules, regulations, policies or procedures pertaining to the Academy's administration and fmancial operations or which may be referred to the Committee from time to time by the Board of Directors or the Executive Committee. 3. Fire/Emergency Medical Services Training Committee. a. Identify, research and make recommendations related to the management and operation offire, E.M.S., E.S.D.A., special rescue, recovery and mitigation activities to meet regional and individual fire service training needs. b. Conduct any other business that may not be covered in this Contract or Bylaws or any other Academy rules, regulations, policies, or guidelines pertaining to fire/emergency medical services training, as directed from time to time by the Board of Directors or the Executive Committee. 4. Police/Law Enforcement Training Committee. a. Identify, research and make recommendations related to police functions, management, special operations, E.S.D.A., tactical needs, and community oriented policing to meet the training needs of police departments individually and collectively. b. Conduct any other business that may not be covered in this Contract or Bylaws or in any other Academy rules, regulations, policies or guidelines, pertaining to police or law enforcement training, which may be referred to the Committee from time to time by the Board of Directors or the Executive Committee. 5. Municipal Support Training Committee. 10 a. Identity, research and make recommendations related to water, sewer, streets, and other training needs for associated municipal services. b. Conduct any other business that may not be covered in this Contract or Bylaws or any other Academy rules, regulations, policies or guidelines, pertaining to municipal support training as directed from time to time by the Board of Directors or the Executive Committee. 6. Private Industry Training and Liaison Committee. a. Identity, research, and make recommendations associated with assistance to or from local governments to or from the private sector in terms of developing mutually beneficial training programs and activities. b. Conduct any other business that may not be covered in this Contract or Bylaws or in any other Academy rules, regulations, policies or guidelines, pertaining to private industry training and liaison as directed from time to tin1e by the Board of Directors or the Executive Committee. 7. Public and Legislative Information Committee. a. Review and make recommendations as well as oversee the dissemination of information about the Academy to the general public or to selected constituencies to help facilitate knowledge of the Academy's existence and the availability of various course offerings, programs, and training activities. b. Review and make recommendations to the Board of Directors and the Executive Committee regarding legislative activities at the State or Federal level which may impact the Academy including recommendations on an appropriate response to those legislative initiatives. c. Facilitate the development of brochures, videos, and other public information materials, which may be of value in articulating the Academy's mission and promoting the success of Academy programs and training activities. d. Conduct any other business that may not be covered in this Contract or Bylaws or by any other Academy rules, regulations, policies or guidelines, pertaining to public and legislative information, as directed from time to time by the Board of Directors or the Executive Committee. 8. Facilities and Grounds Committee. a. Oversee the management of all buildings, equipment and grounds. 11 b. Oversee the development of plans and specifications and the building out of the Academy. c. Recommend maintenance and repair contracts and services. d. Conduct any other business that may not be covered in this Contract or Bylaws or in any other Academy rules, regulations, policies or guidelines, pertaining to facilities and grounds as directed from time to time by the Board of Directors or the Executive Committee. F. In addition to the seven Standing Committees, the Board of Directors may appoint special committees or task forces as needed from time to time to deal with specific issues or problems coming before the Academy. Section 5 - Training Council A. There is hereby established a Training Council, which shall be comprised of the Chairpersons, engaged in planning and oversight of training activities, which shall be chaired by the Vice- President of the Board of Directors. B. The intent and purpose of the Training Council is to facilitate ongoing communication and coordinate between those Committee chairpersons, which are involved in developing policies and programs related to the various training activities to be offered by the Academy. 1. The Council Coordinator who shall be the Vice-President ofthe Board of Directors shall be responsible for the following activities: a. Chair all Council meetings; b. developing and implementing rules and guidelines for Council operations; c. oversees Council discussions, prepare agendas and facilitate Council activities; d. coordinate with the Executive Director with regard to those aspects of Academy operations related to the establishment of training classes/programs and the scheduling of facilities for training purposes. 2. Membership. The Training Council shall be chaired by the Vice-President ofthe Board of Directors who shall be the Council Coordinator and the Council shall be comprised of the chairpersons from the following committees: a. Fire/Emergency Medical Services Training b. Police/Law Enforcement Training c. Municipal Support Training 12 d. Private Industry Training and Liaison Section 6 - Compensation and Reimbursement A. All members of the Board of Directors, the Executive Committee, all Standing Committees and any special committees and task forces that may be created from time to time shall serve without salary. B. The Executive Committee may authorize reimbursement of necessary expenses incurred by elected officers or board or committee members in connection with Academy business. ARTICLE VI: STAFF Section 1 - Executive Director A. Position Established. The position of Executive Director is hereby established who shall be the Chief Administrative Officer of the Academy. The position may either be a full or part-time position depending upon the needs of the Academy and the direction of the Board of Directors. B. Appointment/Removal. The Executive Director shall be appointed by a majority vote of the full Board of Directors following receipt of an appointment recommendation from the Executive Committee. The Executive Director may also be removed by majority vote of the Board of Directors present at a lawfully convened Board meeting as authorized by this Contract and Bylaws for cause or without cause upon thirty (30) days written notice. C. Duties and Functions of the Executive Director 1. The Chief Administrative Officer working under the supervision of the President and coordinating with the Training Council shall be responsible for carrying out all policies and mandates of the Board of Directors and Executive Committee consistent with this Contract and Bylaws, Academy policies, procedures and guidelines, and general or specific assignments received from the President. 2. To oversee the daily operation of the Academy including care and use of the facilities and equipment, scheduling of events, and all daily activities. 3. Appoint, supervise and when necessary discipline and discharge other employees including adjunct instructors which may be authorized from time to time by the Board of Directors. 4. Coordinate and administer all programs, services, and activities of the Academy including training and instructional services, including long range planning, and capital planning, as well as asset management. 13 5. To the extent possible, attend all meetings of the Board of Directors, the Executive Committee and Training Council. 6. Represent the Academy in dealing with the public, other governmental agencies, private businesses, and with any other party with whom the Academy may have a mutual interest. 7. Perform other duties and responsibilities as may be authorized by the Executive Committee and assigned by the President. ARTICLE VII: FINANCE Section 1 - Fiscal Year The fiscal year for the Academy shall be the calendar year. Section 2 - Annual Dues and Special Assessments A. Each member shall pay to the Academy an annual dues assessment based upon a funding formula utilizing the participant's total number of authorized sworn personnel, provided, however, three (3) paid on-call employees shall equal one (1) full-time sworn employee. Full municipal members and fire district members shall be assessed based upon their total number of authorized sworn employees. Municipal members who have joined with only one department shall be assessed on the sworn personnel in that department only as provided for in this section. The Board of Directors shall authorize and from time to time adjust dues for any affiliate members. Personnel counts will be as of November 1 of the year preceding the dues assessment. The Board of Directors may also determine a minimum and maximum dues contribution for each member. B. There shall be no special assessments to cover normal Academy operating expenses or debt service costs. Special assessments shall only be considered should the Academy be facing a casualty loss or other unanticipated problem or crisis which could not have been foreseen and provided for through the Academy's normal [mancial management and budgeting process. Section 3 - Budget The Finance and Administration Committee shall research and recommend an operating budget including the amount of dues and/or other assessments for the coming year for review by the Executive Committee prior to October 15 of the prior fiscal year. The Board of Directors shall review and approve the final budget and all dues assessments. 14 Section 4-Indebtedness The Finance and Administration Committee shall review any request on the part of the Academy to incur indebtedness and shall make recommendations thereon to the Executive Committee and the Full Board of Directors. Any Agency indebtedness or request to members to sponsor Agency indebtedness shall only be approved by the Board of Directors following a thirty (30) day advanced written notice and a favorable vote of at least two-thirds (2/3) of the votes of the Board of Directors. Notwithstanding any such vote, no individual member shall be required to sponsor or underwrite any debt issue without the concurrence and approval ofthe member's Corporate Authorities. Section 5 - Audit The Finance and Administration Committee shall see that a yearly independent audit is performed with the results of the audit reported to the Executive Committee and Board of Directors. ARTICLE VIII: MEETINGS AND PROCEDURES Section 1 - Regular Meetings A. The Board of Directors shall meet at least quarterly at a time and place which a majority of the Board members shall determine is reasonably convenient or at such other times as the Board shall deem necessary to transact Academy business. B. The Executive Committee shall meet at least bi-monthly or such other times as the President may deem as necessary to transact Executive Committee business. C. The Training Council shall meet bi-monthly or at such other times as the Council Coordinator shall deem necessary to transact Council business. D. Dates and times of all regular meetings for the coming year shall be scheduled and posted prior to December 15 of the preceding calendar year. E. All meetings of the Board of Directors and of all Committees, Councils, or any other subcommittee or subsidiary body of the Academy shall be publicly noticed and conducted in the manner provided in the Illinois Open Meetings Act (5 ILCS 120/1, et seq., as amended). Section 2 - Special Meetings Special meetings may be called for the Board of Directors or Executive Committee by the President or the Training Council by the Coordinator by notifying Board or Council members of the time, date, and location at least forty-eight (48) hours prior to the meeting and shall be publicly noticed and conducted in 15 the manner provided in the Illinois Open Meetings Act (5 ILCS 120/1, et seq., as amended). In addition, any five (5) members of the Board of Directors or three (3) members of the Executive Committee or two (2) members of the Training Council may independently call a special meeting of that body, again provided written notice is made to all Board, Committee, or Council members at least forty-eight (48) hours prior to the meeting and that the meeting shall be publicly noticed and conducted in the manner provided in the Illinois Open Meetings Act (5 ILCS 120/1, et seq., as amended. All special meetings shall be called for a time, date, and location which is reasonably convenient and for which it can be anticipated that a quorum will be present. Section 3 - Quorum A. Board of Directors A quorum shall be a majority of the members of the Board of Directors. B. Executive Committee A quorum shall be a majority of the members of the Executive Committee. C. Training Council A quorum shall be a majority of the members of the Training Council. D. Standing Committee A quorum shall be a majority of the members of that Committee. Section 4 - Rules of Order A participatory conference type atmosphere is desired at all meetings. However, when orderly procedure is required, or these Contract and Bylaws are silent, then Roberts' Rules of Order will be operative. Section 5 - Voting Procedure Ordinary business of the Board of Directors, the Executive Committee, Standing Committee and Training Council may be decided by a majority vote of the members present at a meeting at which there is a quorum. All the members share equal voting rights and there shall be no voting "in absentia" or by proxy. Roll call votes shall be required only in matters requiring an extraordinary majority vote including approving the annual budget, membership dues, special assessments, authorizing indebtedness, hiring an executive director, bylaw amendments, and a vote to consider dissolution of the Agency or, upon the request of any member. There shall be no voting "in absentia" or by proxy. 16 Section 6 - Amendments A. To amend this Contract and Bylaws shall require thirty (30) day advance written notice of a meeting for that purpose to all voting members and shall require, in order to be approved, the unanimous consent of all voting members. B. There shall be no voting "in absentia" or by proxy. ARTICLE IX: PROPERTY AND EQUIPMENT Section 1 - OwnedlLoaned Property A. All property and equipment acquired by the Academy shall be owned by the Academy. B. Loaned property or equipment to the Academy shall remain the property of the loaning party and be fully insured by the loaning party. C. The Board of Directors shall make all decisions regarding the withdrawal or replacement of property and equipment. ARTICLE X: LIABILITY AND INDEMNIFICATION Section 1 Except to the extent of the limited financial contributions to the Academy agreed to herein or such additional obligations as may be agreed upon by the Board of Directors, no member agrees or contracts herein to be responsible for any claims in tort or contract made against any other member. Section 2 Each and every party to this Agreement ("Indemnitor") shall indemnify, defend, save and keep harmless the others parties, their boards, commissions, trustees, officers, employees, and agents (collectively the "Indemnitees") from and against any and all claims, actions, suits, costs, (including reasonable attorney's fees) losses, liabilities, damages to real and personal property, and injuries to or death suffered by persons, (collectively "claims") arising out of, or caused directly or indirectly by any act or omission of the Indemnitor or the Indemnitor's boards, commissions, trustees, officers, employees, and 17 agents (except to the extent caused by the negligence or willful act of the Indemnitee) taken pursuant to activities provided for in this Agreement. Each party agrees to be responsible for damage to its property occasioned while operating under this Agreement, and specifically waives the right of subrogation for property damage against the other. Section 3 The Academy shall procure and maintain during the term of this Contract and Bylaws and any extension thereof sufficient insurance to cover all liability risks, public officials liability coverage and the replacement value of all property, equipment and supplies whether located on the Academy site or located off site. Section 4 In connection with the obligation of the members undertaken in Section 2 hereunder, each member hereby represents and warrants that it presently procures and will continue to procure a comprehensive commercial general liability insurance coverage naming the Academy as an additional insured, including coverage for contractual liabilities. Such policy or policies providing comprehensive commercial liability coverage in an amount not less than $2,000,000.00 combined-single limit per occurrence with a $4,000,000.00 general aggregate. Participation in self-insurance pools or individual self-insurance programs shall be deemed sufficient for compliance with this section. In addition, each member shall provide a certificate of insurance documenting that workers compensation coverage at statutory limits is in place and further, each member agrees to handle its own workers compensation claims which may arise from training activities conducted at the facility. Section 5 Each member shall take all action necessary to keep such insurance coverage or coverages, or another comparable coverage or coverages, in full force and effect during the period the member is covered under the terms of the contract. Section 6 18 Failure by any member to so keep such insurance coverage in continuing effect shall result in an automatic suspension of the right of that member to participate in any activities or use of facilities and equipment, until proof of insurance is provided. Section 7 Prior to the effective date of this agreement, each member shall deliver or cause to be delivered to the Academy a satisfactory and current certificate or certificates of insurance showing the required coverage and the effective dates for such coverage, which certificate or certificates shall contain a limitation that the insurance coverage may not be modified, revoked or canceled except after ten (10) days prior written notice served on the Academy. In each subsequent year a certificate or certificates evidencing renewal or replacement of the policy or policies required above shall be delivered by each of the members to the Academy not later than the date of expiration of the then current certificate or certificates. ARTICLE XI: DISSOLUTION Section 1 If at any regular or special meeting called for the purpose of dissolution upon thirty (30) days advance written notice to all members of the Academy, three-fourths (3/4) ofthe Board of Directors affirmatively vote in favor of dissolution of the Academy following a roll call vote, the Academy shall be dissolved within one hundred eighty (180) days of such vote without further action. Section 2 Immediately after a vote favoring dissolution, the Board of Directors shall proceed to settle or resolve any fmancial obligations pending against the Academy and to dispose of all property held by the Academy. If, upon dissolution, there are deficits remaining, such deficits shall be charged to and paid by the members and former members on a pro-rata basis based on the amount of annual dues paid to the Academy during the two (2) years preceding the date of dissolution. Section 3 Upon dissolution, any property of the Academy shall be disposed of and liquidated by public auction, sealed bid auction, or such other method permitted by law for the disposal of public property, as determined by the Board of Directors. 19 Section 4 All Academy funds remaining after the payment of all bills, settlement of debts, and any other liabilities shall be distributed by the Board to the Academy members and former members who were in good standing within two years preceding the date of dissolution on a pro rata basis based on the amount of annual dues paid to the Academy. ARTICLE XII: RATIFICATION AND SEPARABILITY Section 1 This Contract and Bylaws are considered in force and the agreement applicable to those members communities whose Board of Trustees/City Councils have adopted by resolution the intent and concomitant conditions of membership. A copy of this Intergovernmental Agreement, Contract, and Bylaws shall be affixed to the resolution approving this Contract and Bylaws. Section 2 That each article, section, paragraph, sentence, clause, and provision of this Contract and Bylaws is separable, and if any provision is held unconstitutional or invalid for any reason, such decision shall not affect the remainder of this Contract and Bylaws nor any part thereof, other than that part affected by such decision. ARTICLE XIII: CONTRACTUAL OBLIGATION This Contract and Bylaws may be executed in duplicate originals and its passage by units of local government shall be evidenced by a certified copy of a resolution passed by a majority of the corporate authorities. This Contract and Bylaws shall be in full force and effect from and after their approval by the Board of Directors. IN WITNESS WHEREOF, the parties to this Agreement have hereto set their hands and seals by their designated agents as determined by the dates of the attached resolutions. It is understood that each 20 individual member will execute a separate copy of this Contract and Bylaws authorizing membership in the Academy, however, the document itself will not go into effect until ratified by the newly constituted Board of Directors. V,'!/Q9iZ 0-/ fvl tiCU1f Pp-ct;;;.pec+ Member (Municipality or Fire Protection District) Approved by Resolution No. 15 ~00 Adopted by the member Governing Board on Octo belt.. 3 rul ,200~ ~~tl!~ Mayor/President/Board Chairperson ATTESTED "--~-P) v (SEAL) NIPSTA\bylaws final clean copy 8-21-01 21