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HomeMy WebLinkAboutRes 20-74 06/18/1974 RESOLUTION NO. 20 - 74 A RESOLUTION DIRECTING THE EXECUTION OF A JOINT CENTRAL DISPATCHING SYSTEMS AGREEMENT BE IT RESOLVED BY THE M~YOR AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS: SECTION ONE: That, pursuant to power vested in the Village of Mount Prospect by the 1970 Illinois Constitution, the Mayor of the Village of Mount Prospect is hereby authorized to sign and the Village Clerk attest the Venture Agreement attached hereto as Exhibit I, which agreement shall regulate the Central Dis- patching System participated in by the Villages of Mount Prospect, Arlington Heights, Elk Grove Village, and Buffalo Grove. SECTION TWO: That the said agreemen"t shall be binding upon the sfgnatories thereJco and upon "their successor municipal authori- ties for the periods of time set forth herein. SECTION 'I'HREE: That this Resolution shall be in full force and ----~- effect from and after its passage and approval in the manner provided by law. AYES: NAYS: PASSED AND APPROVED this 18 day of June , 1974. r-1ayor ATTEST: .J~w4--~ Village Clerk CENTRAL DISPATCHING SYSTEMS VENTURE AGREEMENT THIS AGREE~ENT, entered into on the effective date hereinafter set forth, by and between the local goverrunents signatory hereto (and also those which may hereafter become signatory hereto) : WIT N E SSE T H: t'lliEREAS, the signatories hereto have deterDined that there is a need by local -governnents with1b Northwestern Cook County Illinois of a centralized police dispatching system; and t'lliEREAS, it has been determ_ined. by such signatories that central dispatching is of value on ariindividual and mutual basis; and NHEREAS, the cost of providing and maintaining a.central dispatching system is probably excessive for anyone of such signatories; and WHEREAS 1 a cen-tralized police dispatching system can adequately serve the needs of all of such signatories; and WHEREAS, Article VIII Section 10 of the 1970 Constitution of "C.he State of Illinois authorizes joint exercise by t'dO or more local govermnents of any pm'ler con-unon t.o them; and WHEREAS, it is the desire of the signatories hereto to jointly provide for and maintain a central dispatching system for their mutual advantage and concern: NOW I rTHEREFORE,. FOR AND IN COl'JSIDERATIO:'-I OF THE PREIHSES, THE NUTUAIJ ]\DVA:.:rTAGES TO BE DERr'.,.TED 'I'HEREFR011 AND IN CONSIDEILi\TION OJ? ']'HE MUTUAL COVENANTS HEnEIN CONTAINED I . IT IS .Z1.GREED BY AND . BE'l'~'lEElJ THE PARTIES HERETO ':3 FOLLO\ilS: -1- I. Venture Estcblished. ---_._--~---- Pursuant to the joint powers authorization of the Illinois Constitution, the undersigned do hereby federate together in a co-operative venture for the joint and mutual operation of a centralized, cOH'u:1unications system, to be knoHn as "Northvles t Central Dispatching II (hereinafter designated as' CDS) "'7hich shall consist of all of the local govermnents '\;lhich may hereafter become signatory hereto). ~ 2. ' By-La \'is . CDS shall be subject to and shall be governed by these certain By-Laws, a copy of which is attached hereto as Exhibit "A" and by this reference made a part of this Agreement, toge,t.her with .any amendments i.vhich may be made .to said By-Laws in the manner and means therein set forth. 3. CDS Participation. Each participating local government to this Central Dispatching System (and each local government which may hereafter sign after approval as required by the By-Laws, pro~. videa such local governments are eligible to, participate pursuant t:o said By-=-,LavlS) isa member of CDS' and is entitled to -the righ-ts and privileges and is subject to the obligations of membership, all as provided in said By-Laws. 4. Termination. Any party to this p,greement may cease to be a party hereto and may withdraw from participation in CDS in the manner and means set forth in said By-Laws. 5. Po\~ers of the System. CDS shall have the power in its own name, to make and enter into contracts, to employ agents and emplJyees, to acquire, hold and dispose of property, real and personal, and to incur debts, liabilities or obligations necessary for fhe accomplisTh~ent of its purposes, but not such contract, employroenL, purchase, debt, liability or obligation shall be binding upon or obligate any member except as authorized by the attached By-Laws. -2- CDS shall not have the power of eminent domain or the power to levy taxes. 6. Amendil1en.t. This Agreement may not be amended, except by written agreement and resolution of all the then parties to it. However, the By-Laws attached here-co. as Exhibi-t "A II may be amended from time Jco time by the method and means provided herein, provided such amendments do not confl.:;Lct with the terms set forth in this agreement exclusive of said Exhibit itA 11 . 7. Duration. This Agreement and CDS shall continue in effect until rescinded by unanimous consent of the then parties or until terminated in the manner provided in said By-Laws. Upon such -cermina- tion, the assets remaining shall be disposed of in the manner set forth in said By--La.ws. 8. Enforcement. Each member shall have the right to enforce -this Agreement agains't any other member. If suit is necessary therefor, a defaulting member shall pay reasonable attorney's fees to CDS as adjudicated by the Court. 9. Au-thorization. Prior to execution of this Agreement, each member shall deliver to the o'cher a certified copy of a sui table ordina.nce or resolution a.uthorizing and directing the execution of this Agrcemen't. IO. Effective Da.te. This Agrement shall become effective when signed by all of the respective representatives of the Village of Arling'ton Heigh,ts, Village of Elk Grove Village, Village of Hount Prospect, and the Village of Buffalo Grove. IN WITNESS WHEREOF, the undersigned local governments have set their signatures on the respective dates set forth below. This document may be signed in duplicate originals. - 3 - ATTEST: DATE: ATTEST: DATE: AT'l'EST: DATE: A'rTEST: DATE: - 4,- VILLAGE OF ARLINGTON HEIGHTS BY: VILLAGE OF ELK GROVE VILLAGE BY: VILLAGE OF BY: VILLAGE OF BUFFALO GROVE BY: EXHIBIT "A" BY-LA~'lS NORTm'lES'I' CENTI0\L DISPATCH SYSTEi:.1 .. AR'rICLE I PURPOSE The NO!:\.TH1>mST CENTRAL DISPATCH SYSTEJ."'l (CDS) is a ..;..J co-operative venture voluntarily established by its members pursuant to Article VII, Section 10 of the 1970 Constitution of the ~tate of Illinois for the purpose of providing the hardware, software, serVlces and other items necessary and appropriate for the establisr~ent, operation and maintenance of a joint police co~~unications system for the mutual benefit of the members of the venture, to provide such services on a contract basis to other governmental units, and to provide a forum for discussion, study, development and implementation of J:~(~corn:rnendations of mutual in"terest regarding c;ommunications, information systems 1 utili"ty' billing and statis"tical ma.tters within Northwestern Cook County Illinois Region. CDS is sometimes hereinafter referred to as the Uvent:ure II . ARTICLE II POWERS The pOVlers of CDS include, bu"t are not limited "to the f0J.lowing: a) to enter into contracts, including for the performance of services to other governmental uni'cs; b) to employ agents and employees; c) to acquire, lease, hold and dispose of property, real and personal; -1-- d) to incur debts, liabilities or obligations; e) the acquisition or lease of a site; f) the purchase or lease of the equipment and machinery necessary; g) the employmen:t of the necessary personnel and the operation and maintenance of a system for the handling of the data processing and statistical information of the members; and h) all powers necessary and incidental to carrying out the purposes set forth in Article I of these By-Laws. ARTICLE III PARTICIPATION A. All municipalities located within Northwestern Cook County, Illinois and having common boundaries with the Villages of Arlington Heights, Elk Grove Village, Mount Prospect and Buffalo Grove are eligible for membership in this ven.turef provided the parties to the existing Venture agree and all parties signa new Venture Agreement. B. Hembership shall be contingent upon t.he execution of the Cen'tral Dispatching Systems Venture Agreement creating and establishing this Venture, the payment of each such municipality of a fee to be de"termined and agTeed upon and such condiJcions as may be determined from time to time by the Board of Directors. c. Upon becoming a member, all new members shall become subject to all existing debts and liabilities of CDS to the same extent as all other members. ARTICLE IV BOARD OF DIRECTORS A. There is hereby established, for this Venture, a Board of Directors which shall consist of the Mayor or President of each member municipality, or "the Manager, if designa"ted by the - 2 - Mayor or President. At its annual meeting, the Board of Directors shall select one of its merrbers to serve as Chairman of the Board until the next annual meeting. The Chairmanship of the Board of Directors shall rotate annually in a fixed sequence among the members. B. The Board of Directors shall determine general policy of the Venture, and shall have the responsibility for the hiring of auditors,: approval of amendments to -the By-Laws, approval of the acceptance of neVI members f and approval of the annual bUdge-t of CDS. C. Each municipality 'chat is a member of -this Ven-ture shall be entitled to one seat on the Board of Directors and shall be en'titled to one vote thereon. Such one vote may be cast only by the Mayor or President in physical attendance (or by the designated Manager). No proxy votes or absentee voting shall be permitted, except as provided in these By-Laws. D. A Mayor or President, or Manager shall serve until a SUccessor is appointed by the appointing powers, except if such Mayor or President or Manager ceases to be an officer of the member government appointing such officer, such seat shall be vacant until a succeSsor is appointed by the participating government. E. The Board of Directors may establish rules governing i,ts own conduct and procedure and have such express or implied authority as is noJc inconsist:ent with or contrary Jco the laws of the State of Illinois, these By-Laws or this Agreement. F. Except for an amendmen't to t_he By-Laws i a quorum for the transaction of all business by such Board of Directors shall consist of a majority of the membership. G. No one serving on the Board of Directors shall receive any salary or compensation from the 'Vent_ure. - 3 -- ARTICLE V BOARD OF' DIRECTORS MEETINGS - A. Regular meetings of the Board of Directors shall be held twice a year. The annual mee"ting shall be held in the month of ,February and shall consitute a regular meeting under these By-Laws. A regular mee"ting shall also be held in October. Special meetings of the Board qf Directors may be called by its Ch~irman, or by the Executive Commi,ttee upon i.ts own motion or shall be called by .the Executi ve COffi..rni t>cee upon Vlrit:ten request by any two of its members. Two days written notice of special meetings shall be given to the official representatives of each member governmen"t and an agenda specifying the subject of such special meeting shall accompany such notice. Busi~ess conducted at said special meetings shall be limited to those items specified in the agenda. B. The time, da.te and location of regular and special meetings of the Board of Directors shall be de"cermined by the Chairman of the Board of Directors. C. Notice of the regular meeting of the Board of Directors shall be given to the Mayor, President and/or Manager of each member government at least thirty (30) days prior to such meeting, and an agenda for such meeting shall accompany the no,tice; however, such meetings need not. be lind ted to the matJcers se-c forth in such agenda. D. To the extent not contrary to these By-Laws, Robert's Rules of Order shall govern all meetings of the Board of Directors. ARTICLE VI BOARD OF DIRECTORS VOTING A. Each member government shall have one vote, to be cast by the Mayor or President or Manager as provided herein. Voting shall be conducted by roll call vote. In the case of a tie, the Chairman of the Board of Directors shall cast a second and deciding vote. - 4 - B. A quorum shall consist of a majority of the merrbers of the Board of Directors. A majority of the quorum shall be necessary to conduct any business of the Board of Directors. ARTICLE VII EXECUTIVE CO~rr1ITTEE A. There shall be and is hereby established an Executive Committee of the Venture, which shall be organized and shall be responsible for functions as hereinafter ~et forth. B. Each local government that is a mewber of this Venture shall be enti-tled to one seat on the Executive Commi-i:tee and shall be entitled to one vote thereon. Such one vote may be cast only by the official representative to the Cowmi-ttee in physical attendance (or by the designated first alternate, if such official representative is absen-c). No proxy vo-tes or absentee voting shall be pe~cmi tted f except as provided in these By-Laws. C. The daily operations of the Venture shall be conducted under the direction and supervision of the Executive Committee, subjec-c to the policy limitations established by the Board or Directors from time to time. Except as specifically excepted herein, no contract or other obligation of this Venture shall be binding unless approved or ratified by the Executive Committee. D. The Chief of Police of each municipali th shall be tha'c municipality's delega-te to the Executive Cormnittee. E. The Chief of Police of each member governmen-t may designate in v"ri-ting 'to CDS a first alternate i,-lho may serve on the Executi ve Commi t'cee in -the absence of such Chief of Police. Only the Chief of Police or designated first 2,lterna't,e may represent a' participating municipality on the Execut.ive Comrni ttee. F. rl'he Committee may establish rules for i-ts own procedures and have such express or implied authority as is not inconsistent \vi t:h or contrary to the Sta'te of Illinois, these By-Lavvs or the Central Dispatching Systems Venture Agreement. A quorum for the - 5 - transaction of all business by the Executive Comrr\ittee shall consist of a majority of the ranking officers or designated first alternates of each of the municipalities participating. G. Regular mee-tings of the Executive Cornmi-ttee shall be held- as required but no less than twelve times per year. Special meetings of the Executive Committee may be called by its Chairman, or by the Ex~cutive Committee upon its own motion, or shall be called by the Chairman upon written request of two Chiefs of Police. The time, date and location of regular and special meetings of the Execu-tive Cerami ttee shall be detel.'1l1:Lned by the Chairman of the Executive Commi Jctee. H. The Executive Committee Chairman shall be the same person as the President of the Venture and shall serve a one (1) year term co-incidental to his office as President. The Chairman shall be responsible for administrative matters and shall serve as the liaison between the Board of Directors, Executive COITmittee, and operating personnel. I. The Executive COIr4'1li ttee shall make all day--to-day administrative decisions concerning personnel (including the hiring and firing of all personnel ot_her than audi-tor), development efforts, operations, cost-sharing, expenditure approval, and utilization of personnel and equipment. J. The Executive Committee shall have -the authority to contract with other governmental bodies for use on CDS facilities, equipment, and programs and to establish appropriate charge therefore, subject to policies determined by the Board of Directors. K. The quorum for the transaction of business of such ExecuJci ve Co:mmi t-tee shall be a simple maj ori ty of -the said Executive Committee. L. The Executive Commit-tee shall have t:he follmving duties: I) Subject to the policies established by the Board_ of Directors f and wi thin Jche limits fi.xed by an approved budget., Jche Execu-tive Commi-ti:ee shall conduct the daily operating affairs of the Venture; provided that no -- 6 - obligation exceeding the amount of the approved budget shall be incurred by such Executive Committee, without the consent of the Board of Directors. 2) The Central Dispatching System Director shall prepare for the Executive Committee the proposed annual budget. Following approval thereof by the Executive Committee, the proposed budget shall be submitted to the Board of Directors at least thir~y (30) days before the October meeting. After adoption of the annual budget by the Board of Directors, the Executive Committee shall control all expenditures in accordance with such budget. a) The Treasurer of the Board of Directors shall have the power to transfer funds (not to exceed $5,000.00 for any single purpose) within the total budget amount in order to meet unanticipated needs or to meet changed situations. Such action shall be reported to the Board of Directors at their next regular meeting; and b) At each regular meeting of the Board of Directors, the Executive Committee shall report budget and financial transactions since the previous regular meeting. M. The Executive Committee shall present a full report of its activities at each regular meeting of the Board of Directors. N. The Executive Committee shall (as provided by approved budget) have the authority to hire, fix the salary of, and remove the Manager of the Central Dispatching System Venture. O. The Executive Committee shall be responsible for carrying out the policy decisions made by the Board of Directors. P. Me~bers of the Executive Committee shall serve without compensation for their services to the Venture. - 7 - Pe,RTIctE VIII VENTURE OFFICERS A. Officers of CDS shall consist of a President, a Vice- President, a Treasurer, and a Secretary. With the exception of the Treasurer, all officers shall be elected by the Executive Co~mittee and shall be selected from among the Chiefs of Police serving on the Execu'tive Committee. The Treasurer shall be selected from among the Finance Officers serving the member municipalities. B. : Officers shall be elec-ted annually for the fiscal year and shall serve a one year term rotating through the positions in a fixed sequence in the order of Secretary, Vice-President and President. New officers shall take office at the adjournment of the annual meeting of the Board of Directors. C. A'vacancy shall immediately occur in the office of any officer upon the resignation or death of such person holding such office or upon his ceasing to be an officer or employee of any member government. Upon a vacancy occurring in the office, the Board of Directors may appoint a successor to fill the vacancy until the member municipality represen'ted by the officer assigns a new Chief of Police to represent the municipality. The rotation of offLcers may be advanced one year before the vacancy has been filled if the Executive Cornmi-ttee finds this advisable. D. Any officer or agent hired by the Board of Directors lllay be removed by the Board of Directors whever in its judgment the best interests of the Venture would be served thereby. E. The President shall be the principal executive officer of the Venture and shall in general supervise and contraIl all of the business and affairs of the Venture. He may sign, with the Secre-tary or any other proper officer of the Venture thereunto authori- zed by the Board of Directors, any instruments which the Board of . Directors has authorized to be executed, and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. F. In the absence of the President or in the event of his inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Presiden't. - 8 - G. The Treasurer shall give a bond in the amount of $50,000 for the faithful discharge of his duties, with such surety or sureties as the Board of Directors shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Venture; receive and give receipts for monies due and payable to the Ven'cure from any source wha.t'soever, and deposit a.ll such monies in the name of -the Ven'cure in such banks, trus.t companies or other deposit- aries as shall be selected in accordance with the provisions of these By-Laws; (b) in general perform all the d~ties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. H. The Secretary shall: (a) keep the minutes of the Board of Directors' meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordcnce with the provisions of these By-Laws or as required by law; (c) be custodian of the records of the Venture; (d) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. I. Officers shall serve without compensation from the Venture 00 ARTICLE IX EXECUTIVE CO~~ITTEE VOTING A. Each mewber government shall have one vote, to be cast by t:he Ranking Officer or ,the designaJced first alternate as provided herein. Voting shall be conducted by roll call vote. In the case of a tie, the Chairman of the Executive Committee shall case a second and dediding vote. ARTICLE X FINANCES A. The fiscal year of the VenJcure shall end on April 30. B. An annual budget shall be adopted by the Board of Directors at the meeting held in October of each year; copies shall be mailed ~ IT'.rn~diately to the Clerk and Chief Administrat_ive Officer of each participating i":nlnlc::?<-:.lity. - 9 - C. The Executive Committee shall have the authority to fix cost-sharing charges for all participants in the Venture in an amount sufficient to provide the funds required by the budgets. Any participating municipality whose charges have not been paid within si~ty (60) days after billing shall not be entitled to further voting privileges, nor to hold any office, nor to use CDS equipment, ~ntil such time as such charges have been paid. The amount of each participant's charges shall be determine~ in accordance with paragraph Sd) following, and shall be limited as set forth in paragraph (El. following. D. It is proposed that the activities of the Venture shall be divided for cost-sharing purposes into two classes: I) Class One, being all costs for personnel hiring, training and fringe benefits; and 2) Class Two, being the cost of facility operations, equipment and supplies, maintenance costs, and capital costs. 3) All cost-sharing will be pro-rated according to the municipalities last official census, among the participa-ting municipalities beginning wi -th the start of the next fiscal year after such official census. E. Each member shall take all required actions to au.thorize the funds necessary to meet its obligations under these By-Laws. Certified copies of the appropriation/budget, and levy ordinance of each participating municipality showing such item shall be delivered -to -the Board of Directors within thirty (30) days of the passage of each of said ordinances. F. Each local government shall advance the sum of to the CDS upon the signing of this Agreement. These funds shall be used as working capital. Periodic payments shall be made to CDS based upon the cost-sharing formula specified in Section(D~. ARTICLE XI AUDIT A. The Board of Directors shall call for an annual audit of the financial affairs of the Venture, to be made by a Certified Public Accountant at the end of each fiscal year in accordance with generally accepted auditing principles. The annual report shall be delivered to each rnember. - 10 - ARTICLE XII CENTRAL DISPATCHING SYSTEM A. The Central Dispatching System Director shall perform such duties as shall be delegated by the Executive Committee. B. The Manager of the Central Dispatching System shall attend all Executive Commi t.tee meetings and give advice on -technical matters. The Manager of the Central Dispatching System Venture shall have no vote. ARTICLE XIII ~ ~ -;, HITHDnAHAL, TEmu:r:'JATIO~J Arm DISSOLUTION A. Any participa-ting municipality may at~ any time after the third year of this Agreement, give written notice of withdrawal from the venture. The nonpay:nent of co'st-sharing charges as set forth herein, and the refusal or declination of any member to be bound by any obligation of the Board of Directors and Executive Committee shall cons-ti tute notice of vIi thdrawal.. B. Upon any such withdrawal: 1) Withdrawal shall not take effect for a period of one (1) year from date of such notification; 2) Upon \'7i thdrawal, the \'7i thdra'\dng member shall continue to be responsible: a) For 100% of its pro-rata share of any unpaid HClass One II obligat.ions; b) For its share of "Class T,\-lOIl charges to date of withdrawa1i c) For any contractual obligations it has sep~rately signed with CDS; d) If withdrawal results in termination of this Agreement, then the \\'i thdra\'l?-ng municipality 'I shall participate in the termination of this contract as set forth in Ji.rticle XIII, C. of t_his conJcract. - II - e) For a propo~tionate share of any fixed obligation existing on the date of the notice of withdrawal. ~hc proportionate share shall be determined by dividing the nQ~ber of participating municipalities into the amount of the existing fixed obligations. c. On withdra\valof municipalities so as to reduce the .number of bontinuing participants to less than the original number of participating' municipalities 1 ',~r upon the action of a majorit~ of pa~ticipating municipalities to dissolve,othen this Agreement and such venture shall be terroinated and dissolved. Upon such termination and dissolution, :(and after payrnent of all debts) all i~dividual files and documentation shall be distributed to their owners without charge or offset. The remaining assets or liabilities of the venture shall be distributed among the municipalities who had participated in the venture within the one (1) year prior to such mandatory dissolution, in proportion to their respecfive "Class THOll payments for the preceding three (3) year s . D. No municipality being a party to the Central Dispatching Sysb~ms Agreement may wi-thdraw for a period of three (3) years from the date of the ini,ticd sig-ning or said Agreement. ARTICLE XIV LIABILITY AND PROPERTY A. ~xcept as otherwise provided by individual contracts, all partic~pating municipalities in the venture shall be jointly and severally liable for the debts and liabilities of CDS. Each participant indemnifies and holds harmless the other parties for - any loss, cost or expense that may be imposed upon such other party in excess of its proportionate liability. - 12 - B. All property acquired by the venture shall be owned in common by the parties to the Central Dispatching Systems Agreement, in equal shares, unless other wise determined in.writing by all the parties. . AR'rI CLE XV CONTR]lCTS, LOANS, CHECKS AND DEPOS rfS A; The Board of Directors may authorize any officer or officers, agent or agents / to en-ter into" any contract or execute and deliver any instrument in the name of and on behalf of the venture, and such authority may be general or confined to specific instances. B. No loans shall be contracted on behalf of the venture and no evidences of indebtedness" shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.. C. All checksr drafts or other orders for the paynent of money, notes or other evidences of indebtedness issued in the ~ame of the venture, shall be signed by such officer o~ officersr agent or agents of the venture and in such manner as shall from time to time be determined by resolution of the . Board of Directors. D. All funds of the Ven"ture not otherwise employed shall . be deposited from time .to time to the credit of the venture in such banks, trust companies or ot.her depositaries as the Board of Directors may select. ARTICLE XVI AMENDMENT A. Amendment to these By-Laws may be proposed by any member of the Board of Directors or by the Execu"tive COITL'Ui ttee. The amendment shall be submitted. to the Board of Directors at least thirty (30) days prior to the meeting of th~ Board of Directors at which such amendment is to be considered. The - 13. - proposed amendment shall be considered by the Board of Directors and a copy thereof, with the recoIT'..:"'lenda tions of the Executive Cm~ittee and its reasons therefor, mailed to the Board members at_least fifteen (15) days prior to the meeting at which such _ "- proposed amendment is to be considered~ B. A 3/4 vote of the Board of Directors shall be required to adopt any amendment to these By-Laws. ARTICLE XVII' EFFECTIVE Dl\.TE These By-Laws shall go into effect in:-nediately upon the execution of the Central Dispatching Systems Agreement by all of the original participants in the venture. -- 14_-