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HomeMy WebLinkAboutRes 43-79 11/20/1979 RESOLUTION NO. 43-79 A RESOLUTION AUTHORIZING THE EXECUTION OF AN AMENDMENT TO THE NORTHWEST CENTRAL DISPATCHING SYSTEM AGREEMENT WHEREAS. the Board of Trustees of the Village of Mount Prospect previously authorized entry by said Village into an Agreement to provide for and maintain a Central Police Dispatching System for Northwestern Cook County; and WHEREAS, such System has been successful in providing for more efficient police services to the member municipalities; and WHEREAS, it has been demonstrated that the expansion of such System to include fire and other emergency dispatching will provide for more efficient dispatching of life and property saving service. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS: SECTION ONE: Pursuant to Article XII, Section 10 of the 1970 Constitution of the State of Illinois, it is hereby resolved by the Mayor and Board of Trustees of the Village of Mount Prospect that the Mayor is authorized to sign and Clerk to attest her signature on an Agreement providing for a Northwest Central Dispatching System which will provide dispatching services to the signatory municipalitites for police, fire. and other emergencies. which Agreement is attached hereto and hereby made a part hereof. SECTION TWO: That this Resolution shall be in full force and effect from and after its passage and approval in the manner provided by law. PASSED this 20th day of November. 1979. AYES: NAYS: ABSENT: Farley Floros Miller Murauskis Richardson Wattenberg None None APPROVED this 20th day of November, 1979. ,- t:"~ " v .....~tl {?/ 1""'-~ Mayor 1/ ,l~~~-x--" ; ATTEST: !:' J jJlx.ajj;( uj ;::"X:---o--d/yZ.C2~ Village Clerk /-::,'$'!"''''''-, " Re: Revision of the Central Dispatching System Venture Agreement Dear President and Members of the Board of Trustees: Since September, 1975, the Villages of Arlington Heights, Elk Grove Village, Mount Prospect and Buffalo Grove have been members of a police dispatching system. This system has been of great value in efficiently dis- patching police for the member municipalities. We believe that the personnel and equipment of the Central Dispatching System would be of even greater value if the service were expanded to include fire and other emergency dispatching. Because it has worked well for the police departments and because it would require little more equipment and time to incorporate the other services into the system, it seems to be a logical step. Therefore, you will find enclosed an amended Agreement renaming the venture from Central Dispatching System to Northwest Central Dispatching System and further providing that the System shall include fire and other emergency services. Also find enclosed the proposed amended By-Laws providing for this expanded dispatching coverage. The By-Laws have also been amended to provide for the appointment of a Personnel Officer whose duties are outlined on page 6. A new Article VII has been added to the By-Laws which provides for the establishment of Liason Boards between the Executive Committee of the Northwest Central Dispatching System and the member muni- cipalities. It is our hope that this will provide more information and greater access for the individual muni- cipalities. Other non-substantive changes have been made in the By-Laws. These changes are recommended to clarify language in the previously adopted By-Laws. These changes are underlined in the enclosure. Also, please find a suggested resolution authorizing the signing of the Agreement. If you have any questions, please do not hesitate to call. ~"> '.: ".; .,...'.' ....' ,_' :'\" l. ::JJ' <!' -, _ ",'l. NORTHWEST CENTRAL DISPATCHING SYSTEMS VENTURE AGREEMENT THIS AGREEMENT, entered into on the effective date hereinafter set forth, by and between the local governments signatory hereto (and also those which may hereafter become signatory hereto) : WIT N E SSE T H: WHEREAS, a Central Dispatching System has previously existed in Northwestern Cook County; and WHEREAS, such System has been demonstrated to be of great value to its constituent municipalities, the signatories hereto; and WHEREAS, the expansion of such system to include fire and other emergency dispatching will provide for more efficient dis- patching of life and property saving services; and WHEREAS, the cost of providing and maintaining a central dispatching system is probably excessive for anyone of such signatories; and WHEREAS, a centralized police fire and other emergency dispatching system can adequately serve the needs of all of such signatories; and WHEREAS, Article VII, Section 10 of the 1970 Constitution of the State of Illinois authorized joint exercise by two or more local governments of any power common to 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, THEREFORE, FOR AND IN CONSIDERATION OF THE PREMISES, THE MUTUAL ADVANTAGES TO BE DERIVED THEREFROM AND IN CONSIDERATION OF THE MUTUAL COVENANTS HEREIN CONTAINED, IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: .It . .", .. J..y'...... - .- :~ ..,....:.. , _:t'...~., _ ~,HA-;' ,"'1'"'- ~. .... :..t~ .. ....,Y' ,~ ~"': ~"" ~~~: ."~.,."....'.'.'.'..' , :~ , ~:~ .;~.:~~jT~~;~> ",,' " ., 1. Venture Established. 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 communications system, to be known as "Northwest Central Dispatching. System, II (hereinafter designated as N.W.C.D.S.) which shall consist of all of the local governments which may hereafter become signatory hereto). 2. By-Laws. NWCDS 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, together with any amendments which may be made to said By-Laws in the manner and means therein set forth. 3. NWCDS 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- vided such local governments are eligible to participate pursuant to said By-Laws) is a member of NWCDS and is entitled to the rights and privileges and is subject to the obligations of membership, all as provided in said By-Laws. 4. Termination. Any party to this Agreement may cease to be a party hereto and may withdraw from participation in NWCDS in the manner and means set forth in said By-Laws. 5. Powers of the System. NWCDS ~hall have the power in its own name, to make and enter into contracts, to employ agents and employees, to acquire, hold and dispose of property, real and personal, and to incur debts, liabilities or obligations necessary for the accomplishment of its purposes, but no such contract, employment, purchase, debt, liability or obligation shall be binding upon or obligate any member except as authorized by the attached By-Laws. - 2 - "'I'~'..i ' . ._-:..I.,...';":".~ '''-". .'__ _ "'......J -''''''..__:'''- ..;~.'. - .... '-, 'i'-.',:. . ~. .. . '--:r".. ...~'", ., ::..>:_ .~~:_~;- -:-~-;- ~_N;"f-~<~...r.~.. ."~~J .'..........., - .".......- '~..7,"::~;,,~~j ..:. . .:.... J . '"" .....-.,t~:' --.- ..,.:, ~. ",,, ~"-,,,;,:"'--<O:-::.. _.' ',--'~ . /'--", ,......--..,>., " NWCDS shall not have the power of eminent domain or the power to levy taxes. 6. Amendments. This Agreement may not be amended, except by written agreement and resolution of all the then parties to it. However, the By-Laws attached hereto as Exhibit "A" may be amended from time to time by the method and means provided herein, provided such amendments do not conflict with the terms set forth in this Agreement exclusive of said Exhibit "A". 7. Duration. This Agreement and NWCDS 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 termination, the assets remaining shall be disposed of in the manner set forth in said By-Laws. 8. Enforcement. Each member shall have the right to enforce this Agreement against any other member. If suit is necessary therefor, a defaulting member shall pay reasonable attorney's fees to NWCDS as adjudicated by the Court. 9. Authorization. Prior to execution of this Agreement, each member shall deliver to the other a certified copy of a suitable ordinance or resolution authorizing and directing the execution of this Agreement. ID. Effective Date. This Agreement shall become effective when signed by all of the respective representatives of the Village of Arlington Heights, Village of Elk Grove Village, Village of Mount 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 - . , " ~o._.._r; ~- . -- ......----." ..0::;: _ ~"'"' . .--",,-..~ ...-' ":.;;.. ....._ -~. "'2:.'---::::-_....: _-:.:.'-".. ..:#": . . _. ~.._'- ~. _.-:';.0- . _......'".... . ..' .",;.,.~<-;.~._>~~...;..;-":,_::.~~~ >- , ",' '.,. .. _""1 .>;;1'" . ,~;";. . .:.~;:,,..;1.4I...:.;r;,:.:..4;'.;.:_,, .' ".;;;-"-.:,:~.,r;:~7.':;,:.~:.;~;,'~",,-~-..,_..,.,. ". "". ..".-.,- - ~~ ~ . ..... ~ '":C .1.. A ... t~,. ':. F.'. ......."'..........~<'" ~ "f' , .."j ~-,.,,'=-- :~!ttr ATTEST: 8'7/0.4~~ DATE: >'-"h1J' ,;;L 7 I 97 9 / ' / ATTEST: ~) J &1.-a~ uJ ~;-v-d~ D~.TE: '~~?-Y~-;--- ~ /97J -~- HEIGHTS VILLAGE OF MOUNT PROSPECT BY: ~J.'f'- J/)(~ VILLAGE UFFALO GROVE BY: ~ ". . .._m~u~,~~ . ~. 7>>. d~ a~ DATE:~ 5/ /97,1 - 4 - ~:::-:::~.~~:,:2"-:.::,..~:..,~~>~f. ..:<.~, ": ~.~.,.>~..-.-.-.: "~~;-,~~' ~c-""__.."'_w~~_""~~_~...=""'~._____~__... ~, "\,""'"'"". . ". "~"'-.""," . "..__.,,...~,,,...-,,.,,..........:;'... , .'.~;. ~ -<,"~,""""r,-.".", & BY-L1\\~S NORTHWEST CENTRAL DISPATCH SYSTEM ARTICLE I PURPOSE The NORTHHEST CENTRAL DISPATCH SYSTEH, hereinafter referred to as "NWCDS",is a co-operati~e venture voluntarily estab- lished by its members pursuant to Article Section 10 of the 1970 Constitution of the State of Illinois for the purpose of providing the hardware, software, services and other items necessary and appropriate for the establishment, operation and maintenance of the joint police, firc and other emergency communications system for the mutual benefit of the members of the venture, to provide such on a contract basis to other governmental units, and to providc a forum for discussion, study, devclopment and implcmentation of recorrunendations of mutual interes't" regarding cormnunications, information systems, utility billing and statistical matters within Northwestern Cook County, Illinois Region. ARTICLE II POWERS NWCDS shall have the following powers in its own name: A. To enter into contracts in its own name, including contracts for the performance of services to other governmental units; B. To employ agents and employees; C. To acquire, lease, hold and dispose of property, both real and personal; ,'~, D. To incur debts, liabilities or obligations necessary for the accomplishment of its purpose; F. The purchase or lease of the necessary equipment and machinery; G. The employment of the necessary personnel for the operation and maintenance of the system adequately designed to handle citizen's calls for police, fire and emergency services as well as the dispatch of members' field units; 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 having common boundaries with Blk Grove Village, Arlington Heights, Hount Prospect and Buffalo Grove are eligible for membership in I\.TWCDS, provided the parties to the existing venture agree and all parties sign a new NWCDS agreement. B. Continued membership in NWCDS shall be contingent upon the payment by each member municipality of an annual and/or any additional fees that may be deter- mined by the Board of Directors consistent with the financing procedures set forth in Article VII here- under. C. Upon becoming a member, any new member municipalities shall become subject to all existing debts and liabi- lities of NWCDS to the same extent as all other mem- bers. - 2 - / ".m~'::.~"""', ARTICLE IV BOARD OF DIRECTORS A. Purpose. There is hereby established a Board of Directors for which NWCDS Board shall consist of the Mayor or President of each member municipality, or its Manager, if designated by the Mayor or President. I. The Board of Directors shall determine general policy of NWCDS, and shall have the responsi- bility for the hiring of auditors, approval of amendments of the By-Laws, approval of the acceptance of new members, and approval of the annual budget of NWCDS. 2. Any employee hired by the Executive Committee, including the NWCDS Munager, maybe removed by the Board of Directors whenever in its judg- ment the best interests of the NWCDS would be served thereby. B. Organization. 1. Each municipality that is a member of NWCDS shall be entitled to one seat on the Board of Directors and hence shall be entitled to one vote thereon. a. Such vote may be cast only by the Mayor or President in physical attendance (or by the designated Manager); b. No proxy votes or absentee voting shall be permitted; c. In case of a tie vote, the chairman of the Board of Directors shall cast a second and deciding vote; - 3 - /~'~~ ---"-'~ d. If any such Mayor or President or Manager, as the case may be, ceases to be an offi- cer of the member municipality appointing him, such seat of the Board of Directors shall be vacant until a successor is appointed by such member municipality. 2. The Board of Directors may establish rules governing its own conduct and procedure and have such express or implied authority as is not inconsistent with or contrary to the laws of the State of Illinois, these By-Laws or the Northwest Central Dispatch Sys tem1.,f.. Venture Agreement. 141:1:.: :::~..,p~.: ~:.-~;-.~ . 3. No one serving on the Board of Directors$hall receive any salary or compensation from NwCDS. C. Meetings. l. Regular meetings of the Board of Directors shall be held in NWCDS offices twice a year at 2:00 P.M. on the second Thursday in February and the third Tuesday in October. a. At least thirty (30) days prior to each such meeting, the President of the Board of Directors shall forward an agenda for such meeting to each of the other Directors and to each member of the Executive Committee. b. At each regular meeting of the Board of Directors, the Executive Committee shall report budget status and financial tran- sactions occurring since the previous regular meeting. c. The Executive Committee shall present a full report of its activities at each regular meeting of the Board of Directors. - 4 - /--~.", 2. Special meetings of the Board of Directors may be called by its President, or by the Executive Com- mittee upon its own motion, or by any two members of the Board of Directors. a. Two days written notice of special meetings shall be given to each member of the Board of Directors in a form which shall include an agenda specifying the subject of such special meeting. b. Dusiness conducted at said special meeting shall be limited to those items specified in the agenda. 3. Unless otherwise specified in these By-Laws, a quorum for the transaction of all business by such Board of Directors shall consist of a majority of the Directors. 4. To the extent not contrary to these By-Laws, Robert's Rules of Order shall govern all meetings of the Board of Directors. ARTICLE V EXECUTIVE COMMITTEE A. Organization. There shall be and there is hereby established an Executive Committee of the Nh'CDS, the members of which shall serve without salary and shall organize and shall take responsibility for the day to day operations and functions of NWCDS hereinafter set forth. " , B. Purpose. The daily operations of NWCDS shall be con- ducted under the direction and supervision of the Executive Committee, subject to the policy limita- tions established by the Board of Directors from time to time. Except as otherwise stated in these By-Laws, ..- ~ - /C,,~" no contract or other obligation of NWCDS shall be binding unless approved or ratified by the Executive Committee pursuant to the budget for m-lCDS approved by the Board of Directors of NWCDS. 1. The Executive Committee shall be reponsible for carrying out the policy decisions made by the Board of Directors. 2. Subject to the policies established by the Board of Directors and within the limits fixed by the budget approved by the Board of Directors, the Executive Committee shall oversee the conduct of the daily operating affairs of NWCDS; provided that no obliga- tion exceeding the amount of the approved budget shall be incurred by such Executive Committee, without the prior consent of the Board of Directors of NWCDS. 3. The Executive Committee 5h<111 have the right to review all day-to-day administrative decisions concerning personnel, development efforts, operations, cost-sharing, expendi- ture approval, and utilization of personnel and equipment. c. Procedure. Each municipality that is a member of N\'lCDS shall have two seats on the Executive Committee. One seat shall be occupied by the Chief of Police of the member municipality, or his designate. The other seat shall be occupied by the Chief of the Fire De- partment of the member municipality, or his desig- nate. A designate may not occupy more than one seat. Each seat is entitled to one vote. I. Only the Chief of Police and Chief of the Fire Department of each member municipalitY (or their appointed designates if such Chief is absent) shall vote as the official represen- tative of the member municipality to the Committee. The Treasurer shall have no vote. _ r:. _ r,r'~::"",", .,..-."""'"'_..... 2. No proxy votes or absentee voting shall be permitted, except as provided in these By- Laws. 3. In the case of a tie, the Chairman of the Executive Committee shall cast a second and deciding vote. 4. A quorum for the transaction of all business by the Executive Committee shall consist of a majority of the official representatives of the member municipalities. D. Rules. The Committee may establish rules for its own procedures and shall have such express or implied authority as is not inconsistent with or contrary to the Statutes of the State of Illinois, these By-Laws, or the Central Dispatch Systems Venture Agreeme~t. E. Heetings. l. Regular meetings of the Executive Committee shall be held on the first Thursday of each month. 2. Special meetings of the Executive Committee may be called by its Chairman, or any four official representatives to the Executrve- Committee acting in concert -- provided that notice of such special meeting shall be in writing and signed by such four official representatives; shall contain the time, date, and location of such special meeting; and shall be forwarded along with an agenda to each official representative to the Executive Committee. F. Officers of NWCDS. Officers of the Executive Commit- tee shall be the officers of NWCDS and shall consist of a Chairman, Vice-Chairman, a Personnel Officer, a Treasurer, and a Secretary. With the exception of the Personnel Officer and Treasurer, all officers shall - 7 - be elected by the Executive Committee and shall be selected from among the official representatives serv- ing on the Executive Committee. 1. Chairman. The Chairman shall conduct meetings of the Executive Committde and shall serve as the liaison between the Board of Directors and the Executive Committee. a. He may sign, with the Secretary and/or Treasurer any instruments which the Exeu- tive Committee, acting as a Committee, has authorized to be executed. b. He shall also perform all duties inci- dent to the Office of Chairman and such other duties as may be prescribed by the Executive Committee from time to time provided, again that such actions are consistent with these By-Laws. 2. Vice-Chairman. In the absence of the Chairman or in the event of his inability or refusal to act, the Vice-Chairman shall perform the duties of the Chairman, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman. 3. Treasurer. a. Initially, the Treasurer shall be that Finance Officer of that municipality whose offical representative to the Executive Committee is Chairman of the Executive Committee. (1) Thereafter, the office of Treasurer shall be held by the respective Finance Officer of the member muni- cipalties holding the office of Treasurer of NWCDS in the following order: Village of Arlington Heights, Village of Buffalo Grove, Village of Elk Grove, and Village of Mount Prospect. ----'~~-.. (2) However, in the event any of the aforesaid ~unicipalities shall con- tract with NWCDS to provide payroll services for N~'lCDS, then the Finance Officer of such contracting munici- pality shall not hold the office of Treasurer of NWCDS during the term of such contract. b. The Treasurer shall give a bond in the amount of $50,000 for the faithful dis- charge of his duties, with such surety or sureties as the Board of Directors shall determi~e. c. He shall: (I) Hold office for a term of the two (2) consecutive years. (2) Have charge and custody of and be responsible for all funds and securi- ties of NWCDS; receive an~ give re- ceipts for monies due and payable to the Vent~~e from any source whatso- ever, and deposit all such monies in the name of the Venture in s0ch banks, trust companies or other depositories as shall be selected in accordance with the provisions of these By-Laws; (3) In general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Executive Committee or by the Board of Directors of NWCDS. 4. Secretary. The Secretary shall have the following duties: a. To keep the minutes of the Board of Directors' meetings in the official book provided for that purpose; - q - /'--'~ b. To keep the minutes of the Executive Committee meetings in the official book provided for that purpose; c. To see that all notices are duly made, given, and/or published in accordance with the provi- sions of these By-Laws or as required by law; d. To act as custodian of the records of NWCDS; e. To 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 Executive Committee or by the Board of Direc- tors. 5. Personnel Officer. a. A Personnel Officer shall be appointed by the Board of Directors to perform the following duties: b. He shall: (1) Provide on-going counseling to the Manager, Executive Committee and Board of Directors of NWCDS in matters involving personnel administration. (2) Perform all job content review functions. (3) Perform salary survey functions as provided by Salary Administration Plan. (4) Perform all other required duties incident to salary administration. (5) Perform all other duties as required by the Executive Committee or Board of Directors. (6) Attend all meetings of the Executive Commit- tee or Board of Directors, unless excused therefrom. - __ , n /-~- ARTICLE VI THE MANAGER A. The Manager. I. The Manager of NWCDS shall be the administrative head of NWCDS and shall be directly responsible to the Executive Committee for the administration of NWCDS. a. The Manager shall serve at the pleasure of the Executive Committee. b. He shall be chosen on the basis of the ad- ministrative and executive qualifications with special reference to his actual ex- perience in or his knowledge of accepted practice with respect to the duties of his office hereinafter set forth. 2. No person shall be appointed Manager while that person is employed by or an officer of a member municipality or within two years of said em- ployee's or officer's termination from duty by a member municipality. 3. Any vacancy in the office of Manager shall be filled within ninety (90) days after the effec- tive date of such vacancy, and, in the case of absence or disability of the Manager, the Execu- tive Committee may designate any other qualified employee of NWCDS to perform the duties of Mana- ger during such absence or disability. 4. The Manager may be removed by the Executive Committee and/or the Board of Directors by a majority vote of either the entire Executive Committee or of the entire Board of Directors. - 11 - -~" a. The powers and duties of the Manager shall be: (1) To attend all meetings of the Executive Committee and the Board of Directors, unless excused therefrom. (a) The Manager shall have the right to take part in the discussion of all matters coming before the Executive Committee and the Board of Directors, but shall have no vote therein. (b) The Manager shall be entitled to and given notice of all meetings, regular and special, of the Executive Commit- tee and the Board of Directors. (2) To appoint, evaluate, promote, demote or remove employees of NWCDS. (3) To recommend to the Executive Committee for adoption such measures as he may deem necessary or expedient for the efficient operation of NWCDS. (4) To enforce, to administer, and to make operative the policy of N\'lCDS as estab- lished by the Board of Directors and Executive Committee. (5) To prepare a monthly report of NWCDS under his jurisdiction and to submit same monthly to the Executive Committee and Chairman of the Liaison Boards. (6) To prepare a proposed annual budget as well as a report of estimated revenues in order to determine the estimated funds necessary to defray the expenses of NWCDS for the fiscal year -- and to present same to the Executive Committee in the manner set forth under Article VII herein. - 12 - ,,.<~c",,~ .........._... (7) To coordinate the activities of the respective Liaison Boards as required by communicating with the respective chairmen. (8) To perform such other duties as may be delegated to him from time to time by the Executive Committee. ARTICLE VII Liaison Boards of rH'lCDS A. Organization and Purpose. There shall be and there is hereby established separate police and fire liaison Boards of the NWCDS, the members of which shall serve without compensation and without salary and shall be available to the NWCDS Manager and Executive Committee to assist in the coordination of, (1) unified radio procedures, (2) NWCDS procedural changes that affect one or more member agencies, (3) agencies' records sections, and (4) the orderly transmittal of inquiries regarding the handling of specific matters by NWCDS. The operation of these Liaison Boards will be conducted under the direction of the Executive Committee, subject to the policy limitations established by the Board of Directors from time to time. Except as otherwise stated in these By-Laws, no action of the Liaison Boards shall be binding unless approved or ratified by the Executive Commi t tee.. B. Procedure. (1) Police. Each police agency that is a member of NWCDS along with the Manager of NWCDS, shall have one seat on the police Liaison Board. Each seat shall be entitled to one vote. a. Such one vote shall be cast only by the re- presentative of such member agency (or by his designated first alternate, if such represen- - 13 - tative is absent) as the official representa- tive to the Liaison Board. b. No proxy votes or absentee voting shall be permitted except as otherwise provided in these By-Laws. c. In the case of a tie vote, the Chairman of the Liaison Board shall cast a second and. deciding vote. d. A quorum for the transaction of all business 'by the Liaison Board shall consist of a majority of the official representatives present at any regular or special meeting. (2) Fire. Each fire agency that is a member of NWCDS and the Manager of NWCDS shall have one seat on the fire Liasion Board, which seat shall be entitled to one vote. a. Such one vote shall be cast only by the representative of such member agency (or by his designated first alternate, if such representative is absent) as the official representative to the Liaison Board. b. No proxy votes or absentee voting shall be permitted except as otherwise pro- vided in these By-Laws. c. In the case of a tie vote, the Chairmen of the Liaison Board shall cast a second and deciding vote. d. A quorum for the transaction of all business by the Liaison Board shall con- sist of a majority of the official representatives present at any regular or special meeting. - 14 - C. Officers of the Liaison Boards. Each of the Liaison Boards shall select the following Officers for their respective Boards at the beginning of each fiscal year: (I) Chairman. The Chairman shall be selected by a majority vote of the members of the Liaison Board from among the members of the Liaison Board, the Manager of NWCDS may not be selected for this or any other office on the Liaison Board. The term shall last for one year commencing with the begin- ning of the Fiscal Year. The Chairman shall serve as the Liaison between agencies through their Liaison Board representatives. He shall also per- form all duties incident to the office of Chairman and such other duties as may be prescribed by the Executive Committee from time to time provided again that such actions are consistent with these By-Laws. . (2) Vice-Chairman. In the absence of the Chairman or in the event of his inability or refusal to act, the Vice-Chairman shall perform the duties of the Chairman, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman. The Vice-Chairman shall be selected at the same time as the Chairman by the same standards. (3) Secretary. There will be a Secretary selected as per the above selection process and will perform the following duties: a. To keep the minutes of the Liaison Board Meetings. b. To see that all notices are duly made, given and/or published in accordance with the pro- visions of these By-Laws or as required by law. c. To 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 Liaison Board Chairman or the Executive Committee. - 15 - ~'--, D. Meetings. l. Regular meetings of the Liaison Boards shall be held individually on the third Tuesday of each month. 2. Special meetings of the Liaison Boards may be called by the Chairmen, the NWCDS Manager, or any two official representatives to a Liaison Board acting in concert -- provided that notice of such special meeting shall be in writing and signed by such two official~r~~resentatives; shall contain the time, date,-and location of such special meeting; and shall be forwarded along with an agenda to each official represen- tative to the respective Liaison Board. E. Duties of the Liaison Boards. The Liaison Boards shall -- 1. Be the personal contact for the NWCDS Manager in matters of daily procedural concern; 2. Provide liaison to the NWCDS Manager in the co- ordination and preparation of unified procedure. 3. Be a resource for the Executive Committee in researching special topics of interest. 4. Will forward complaints or compliments concern- ing the operation of NWCDS to the NWCDS Manager from their respective agencies. 5. Perform any other related duties as required by the Executive Committee. ARTICLE VIII Budget A. The fiscal year of NWCDS shall commence May 1, and end on April 30. - 16 - --'~~.,-'~.... B. An annual budget shall be adopted by the Board of Directors at its regular February meeting each year. 1. The Manager 6fNWCDS shall prepare a proposed annual budget for the Executive Committee. a. Not later than its regular January meeting, the Executive Committee shall review the proposed annual budget and make such modi- fications as it deems proper. b. Following approval thereof by the Executive Committee, the proposed budget shall be sub- mitted to the Board of Directors. 2. However, prior to January 10, copies of the pio- posed budget shall be delivered to the chief ad- ministrative officer of each participating muni- cipality. C. Immediately upon approval of the annual budget, the Board of Directors shall have the authority to fix cost-sharing charges for all participants in NWCDS an amount sufficient to provide the funds required by the current annual budget. 1. Billing shall commence t1ilY I of each year. a. Any participating municipality whose charges have not been paid within sixty (60) days after billing shall not be entitled to further voting privileges, nor to hold any office, nor to use NWCDS equipment and/or facilities and services until such time as such charges have been paid. b. The amount of each participant's charges shall be determined in accordance with paragraph 2 following. 2. All activities of NWCDS will be cost shared by the member municipalities, for the purpose of - 17 - determining each municipality's cost share and consideration shall be given to population, and service calls. The formula, based upon these criteria, will yield a cost share to be approved by the Board of Directors annually. Such cost sharing determination shall be made not later than February of each year and based upon statistical information submitted to the Board of Directors in January. D. Each member shall take all required actions to authorize the funds necessary to meets its obliga- tions under these By-Lnws. Certified copies of the appropriation or budget, and levy ordinance or resolution adopting the budget 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 ordinance or resolution. E. In making purchases and/or letting contracts for ser- vices, equipment supplies and/or materials; I. If funds for such services, equipment, supplies, and/or materials are provided by item in the current mvCDS budget, the Executive Committee may award such contracts and/or make such pur- chases provided that if such contract amount or if such purchase exceeds $1,500.00, the Executive Committee shall be required to re- ceive sealed bids not less than seven (7) days after placing an advertisement in a newspaper having general circulation within the corporate limits of the member municipalities, and further provide that such contract and/or purchase shall be let to and/or made from the lowest respon- sible bidder. 2. Should such contract or purchase be of an amount in excess of that provided in that current NWCDS budget, or should such low bidder fail to be the lowest responsible bidder, the Executive Committee shall advise the Board of Directors thereof and shall also make recommendations as to whether or - 18 - ,,'~ not the contract or purchase is desirable -- or which of several offers is most desirable for NHCD S . ARTICLE IX AUDIT A. The Board of Directors shall call for an annual audit of the financial affairs of NWCDS, to bc made by a Certified Public Accountant at the end of each fiscal year in accordance with generally accepted auditing principles. B. An original copy of the annual audit report shall be delivered to each member municipality. ARTICLE X Withdrawal, Termination and Dissolution A. At any time after January 1, 1978, any member munici- pality may withdraw from NWCDS. 1. Such withdrawing mcmbcr shall give written notice of such withdrawal in the form of a certified copy of a resolution passed by its corpor~te authorities, a copy of which must be sent to the Manager of NWCDS, as well as the Chairman of the Executive Committee, and President of the Board of Directors. 2. Howcver, the nonpaymcnt of cost-sharing charges as set forth herein, and/or the re- fusal or declination of any member munici- pality to be bound by any obligation of the Board of Directors and/or the Executive Committee shall also constitute notice of withdrawal. - 19 - ....--',,"",. B. Upon any such notice of withdrawal: 1. Withdrawal shall not take effect for a period of one (I) year from date of such written noti- fication; 2. Upon withdrawal, the withdrawing member shall continue to be responsible: a. For one hundred (100%) per cent of its prorata share of any unpaid "Class One" obligations to date of withdrawal; b. For its prorata share of "Class Two" charges to date of withdrawal; c. For any' contractual obligations it has separately signed with NWCDS. c. If such withdrawal results in termination of this Agreement, then the withdrawing member municipality shall participate in the termination of this contract as set forth in Article X D of this contract. D. On withdrawal of municipalities so as to reduce the number of continuing participants to less than three (3) member municipalities, or upon the action of majority of participating municipalities to dissolve, then this Agreement and NWCDS shall be terminated and dissolved. 1. Upon such termination and dissolution, (and after payment of all debts) all individual files and documentation shall be distributed to their owners without charge or offset. 2. The remaining assets or liabilities of NWCDS shall be distributed among the municipalities who had participated in the NWCDS within the one (I) year prior to such mandatory dissolu- tion, in proportion to their respective "Class Two" payments for the preceding three (3) years. - 20 - /,.....,...,.~.- ARTICLE XI Liability and Property A. Except as otherwise provided by individual contracts, all participating municipalities in NWCDS shall be jointly and severally liable for the debts and lia- bilities of NWCDS. B. Each member municipality shall defend, protect, in- demnify, keep and save harmless one another and NWCDS, its officers, agents and employees, against all injuries, deaths, losses, damages, claims, liens, suits, liabilities, judgments, costs, expenses and attorneys' fees, which may directly or indirectly arise from the operation or maintenance of NWCDS or from the construction of NWCDS facilities even if such injuries, deaths, losses, damages, claims, liens, suits, liabilities, judgments, costs, expenses and attorneys' fees are against another member muni- cipality arising as a consequence of the execution of the NWCDS Agreement and which in any way may result therefrom or from any work done by said member municipali ty and/or N\'lCDS or from the failure of any such member municipality and/or N\'lCDS to comply with any of the terms of the NWCDS Agreement and/or these By-Laws. C. All property acquired by the NWCDS shall be owned in common by the members to the Northwest Central Dispatching Systems Agreement, in equal shares, un- less otherwise determined in writing by all the parties. ARTICLE XII Contracts, Loans, Checks and Deposits A. The Board of Directors may authorize any officer of NWCDS to enter into contract or execute and deliver - 21 - -_.-~-'~ any instrument in the name of and on behalf of NWCDS and such authority may be general or confined to specific instances -- so long as such activity does not conflict with these By-Laws and the NWCDS Agree- ment. B. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the venture, shall be signed by such officer or officers, 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. C. All funds of the venture not otherwise employed shall be deposited from time to time to the credit of the venture in such banks, trust companies or other depositories as the Board of Directors may select. D. The Board of Directors may contract with any firm, public or private, to undertake the payroll for NWCDS employees. ~ ARTICLE XIII Amendment A. . Amendment to these By-Laws may be proposed by any member of the Board of Directors or by the Executive Committee. 1. The amendment shall be submitted to the Board of Directors at least thirty (30) days prior to the meeting of the Board of Directors at which such amendment is to be considered. 2. The proposed amendment and the reason therefore shall be considered by the Board of Directors, along with the recommendations of the Executive Committee and any officer of NWCDS. - 22 - "",~,,~, ~'''''''''''' B. A three-fourths (3/4) vote of the Board of Directors shall be required to adopt any amendment to these By-Laws. ARTICLE XIV Effective Date These By-Laws shall go into effect immediately upon the execution of the Northwest Central Dispatch System Agreement by all of the original participants in the ven- ture. Any amendment to these By-Laws shall take effect immediately upon approval thereof. ARTICLE XV Definitions Whenever the following words or phrases have been utilized in these By-Laws they shall have the meaning attributable to them hereinbelow: A. Board of Directors: "Board of Directors" means the Board of Directors of the Northwest Central Dispatch System and that duly constituted body established under Article IV hereinabove for the purpose therein specified. B. By-Laws: "By-Laws" means those current rules, as amended, of the Northwest Central Dispatch System as amended to the Northwest Central Dispatch System Venture Agreement. C. Nt'lCDS: "NWCDS" means the Northwest Central Dispa tch System, which is that joint venture established by the member municipalities who are parties to the Northwest Central Dispatch System Venture Agreement. ....... "'~"'"~''''''' D. N\'lCDS Agreement and N\'lCDS Venture Agreement: "m'lCDS Agreement" and N\'JCDS Venture Agreement" means that joint venture agreement to provide public safety dis- patching, which agreement has becn cntered into by member municipalitics and is entitled "The Northwest Central Dispatch System Venture Agreement" of which these By-Laws are part. E. Corporate Authorities: "Corporate Authorities" means the President and Board of Trustees of villages and the Mayor and City Council of Cities, which Villages and Cities are member municipalities of NWCDS and parties to the venture agreement. F. Current NV-lCDS Budget: "Current NWCDS Budget" means and be that fully approved budget of m'lCDS as amended and approved by the Board of Directors pursuant to Article VII hereinabove. G. Executive Committee: "Executive Committee" means the Executive Committee of NWCDS which is that duly con- stituted body established under Article V hereinabove for the purpose therein specified. H. Liasion Boards. "Liaison Boards" means the Liaison Boards of NWCDS which are those duly constituted bodies established under Article VII hereinabove for the purpose therein specified. I. Member Municipality (ies] "Member Municipality (ies)" means those cities and villages who are parties to the NWCDS Venture Agreement. J. Officers of NWCDS. "Officer of NWCDS" means the officers of the Executive Committee of the Northwest Central Dispatch System as set forth under Article V hereinabove. K. Officers of the Executive Committee. "Officers of the Executive Committee" means the officers of the Executive Committee of the Northwest Central Dispatch System as set forth under Article VII hereinabove. - 24 - /",.,'''''---..., L. Officers of the Liaison Boards. "Officers of the Liaison Boards" means the officers of the Liaison Boards of the Northwest Central Dispatch System as set forth under Article VII hereinabove. M. Official Representative. "Official Representative" means the department head (or his designated first alternate) of each member agency sitting upon the Executive Committee of NWCDS. N. Participating Municipality. "Participating Munici- pality" means and can be any city or village which has entered into a contract with NWCDS (via its Board of Directors) which contract calls for NWCDS to provide public safety central dispatching ser- vices for a fee. O. Venture. "Venture" means the Northwest Central Dispatch System for public safety dispatching. P. Venture Agreement. NWCDS agreement. "Venture Agreement" means the - 25 -