VOLUME 1 - ENABLING LEGISLATION
Part A - By Laws
Table of Contents
1. Preamble........................................................................................................................... 1
2. Members........................................................................................................................... 2
3. Officers.............................................................................................................................. 3
3.1 General.............................................................................................................................. 3
3.2 Elections............................................................................................................................ 3
3.3 Vacancies.......................................................................................................................... 3
3.4 Chairperson....................................................................................................................... 3
3.5 Vice
Chairperson.............................................................................................................. 3
3.6 Secretary........................................................................................................................... 3
3.7 Treasurer.......................................................................................................................... 4
3.8 General
Manager............................................................................................................. 4
4. Standing
Committees........................................................................................................ 5
4.1 General.............................................................................................................................. 5
4.2 Executive
Committee....................................................................................................... 5
4.3 Personnel
Committee....................................................................................................... 5
4.4 Finance
Committee........................................................................................................... 5
4.5 Audit
Committee............................................................................................................... 5
5. Meetings........................................................................................................................... 6
6. Fiscal
Year........................................................................................................................ 8
7. Amendments..................................................................................................................... 9
1. Preamble
1.1. The
Fauquier County Water and Sanitation Authority (hereinafter the
"Authority") was created by the Fauquier County Board of Supervisors by
resolution dated April 9, 1964, for a period of fifty 50 years (i.e. to 2014
AD) and incorporated on May 20, 1964 as a Virginia corporation organized and
existing under the provisions of the Virginia Water and Sewer Authorities Act
(§ 15.1239, et seq. Code of Virginia, 1950, as amended).
1.2 By
resolution of the Fauquier County Board of Supervisors, dated April 10, 1975,
the Authority's life was extended to 2025 AD.
Consequently, the Authority was re-incorporated on August 4, 1975.
1.3 The
Authority was created for the purpose and purposes set forth in the Articles of
Incorporation and as contemplated by § 15.1-1239, et seq.
1.4 The
By-Laws of the Authority are made pursuant to § 15.1-1250 (b), Code of
Virginia, 1950, as amended, and in accordance with the general provisions of
the Virginia Water and Sewer Authorities Act.
1.5 The
Board will review its By-Laws bi-annually.
2. Members
2.1 The
Authority shall consist of not less than five (5) members appointed by the
Board of Supervisors of Fauquier County.
2.2 Members
shall be appointed for a four (4) year term.
Members shall serve longer than four (4) years if the appointment and
acceptance of their duly qualified successor, pursuant to the Articles of
Incorporation, has not been made upon the expiration of their term. Members shall serve less than four (4) years
when filling a vacancy. Any member of
the Authority shall be eligible for re-appointment.
2.3 No
vacancy in the membership of the Authority shall impair the rights of a quorum
to exercise all the rights and perform the duties of the Authority. If a vacancy shall occur by reason of death,
disqualification, or resignation of a member, the Fauquier County Board of
Supervisors shall appoint a successor to fill the unexpired term.
2.4 Members
shall be considered full time employees of the Authority for the purposes of
receiving health insurance benefits.
2.5 Members
shall receive such compensation as shall be fixed from time to time by
resolution or resolutions of the governing body or bodies, health insurance
benefits and be reimbursed for any actual expenses necessarily incurred in the
performance of their duties.
3. Officers
3.1 General
The
officers of the Authority shall be a Chairperson, a Vice-Chairperson, a Secretary,
and a Treasurer. All officers must be
Members of the Authority. The offices
of Secretary and Treasurer may be combined.
3.2 Elections
An
election of officers shall be held at the first meeting in January of each
year. Elected officers shall take
office immediately upon election and serve for a term of one (1) year or until
their successors are elected. Any
officer shall be eligible for re-election.
3.3 Vacancies
Vacancies
shall be filled by election at the next regular meeting following a
vacancy. Any member elected to fill a
vacancy shall serve only for the unexpired term.
3.4 Chairperson
The
Chairperson shall be the chief executive officer of the Authority and have
general supervision of the affairs of the Authority. He/She shall preside at all meetings, make reports to the members
and the Board of Supervisors, perform all duties incident to his/her office,
and perform such other duties or have such other powers as the Authority may
from time to time so designate. Unless
some other person is specifically authorized by vote of the Authority, the
Chairperson shall sign all contracts and other instruments to be executed on
behalf of the Authority. The
Chairperson shall issue notices for all meetings as required by law or these
By-Laws.
3.5 Vice
Chairperson
The
Vice-Chairperson shall perform the duties and have the powers of the
Chairperson during the absence or incapacity of the Chairperson.
3.6 Secretary
The
Secretary shall cause accurate minutes to be kept of all meetings in a minute
book, which shall be open at all reasonable times for inspection. He/She shall have authority to affix the
seal to all papers authorized to be executed by the Authority requiring such
seal to be affixed. He/She shall have
authority to cause copies to be made of all minutes and other records and
documents of the Authority and to give certificates under the official seal of
the Authority to the effect that such copies are true copies, and all persons
dealing with the Authority may rely upon such certificates. He/She shall perform other duties commonly
incident to his/her office and shall perform such other duties or have such
other powers as the Authority may from time to time designate.
3.7 Treasurer
The
Treasurer shall have care and custody of all funds and securities of the
Authority, shall deposit or cause to be deposited the same in the name of the
Authority in such bank or banks as the members may from time to time determine
by resolution, in accordance with provisions governing the investment of public
funds, subject to the provisions of any trust agreement securing revenue bonds
of the Authority. The Treasurer shall
arrange for the investment of idle cash balances to the best advantage of the
Authority. The Treasurer's signature
shall be required on all checks drawn for amounts in excess of that certain
amount which from time to time shall be set by the members. The Treasurer shall cause a monthly report
to be prepared and presented to the Authority showing the cash receipts and
expenditures and the location of all funds as of the last day of the month.
3.8 General
Manager
The
General Manager shall be selected by, and serve at the pleasure of the
Members. He/She shall execute and
enforce the orders and resolutions adopted by the members and perform such
duties as may be delegated to him/her by the Authority.
4. Standing Committees
4.1 General
The
Authority shall have four (4) standing committees which shall act in an
advisory capacity to the Authority.
Each committee shall be composed of two members of the Authority. Members and committee chairpersons shall be
assigned to a committee by appointment of the Authority Chairperson. Appointments will be made no later than the
first meeting next following the election of officers. Vacancies shall be filled by appointment
made by the Authority Chairperson at the meeting next following the vacancy.
4.2 Executive
Committee
This
committee shall be responsible for making recommendations to the Authority
concerning the following aspects of Authority business: procedures relating to contracts,
agreements, legal issues, general policy statements, capital improvements plan,
rules and regulations, and By-Laws. The
Authority Chairperson shall be Chairperson of the committee and shall serve
with one other member appointed by him/her.
4.3 Personnel
Committee
This
committee is responsible for making recommendations to the Authority concerning
the following aspects of Authority business:
all matters and procedures relating to personnel policies, staffing, pay
and compensation, and cost-of-living adjustments.
4.4 Finance
Committee
This
committee is responsible for making recommendations to the Authority concerning
the following aspects of Authority business: all matters and procedures
relating to budget, rates, fees and charges and purchasing policy.
4.5
Audit Committee
This
committee is responsible for making recommendations to the Authority concerning
the following aspects of Authority business: all matters and procedures
relating to the selection, retention and oversight of auditing services for the
annual audit. The Authority Chairperson
and Treasurer shall not serve on the Audit Committee.
5. Meetings
5.1 The
regular meeting of the members shall be at a time and place determined by the
Chairperson, normally on the fourth Tuesday of each month.
5.2 Special
meetings may be called by the Chairperson where notice of such meetings is
given to the members at least three (3) days prior to the called meeting; these
meetings may be held at such time and place as may be designated by the
Chairperson.
5.3 Notice
of regular Meetings shall be posted on the Courthouse door at least three (3)
days prior to the day of the meeting.
5.4 A
majority of the members of the Authority shall constitute a quorum and a vote
of the majority of the members of the Authority shall be necessary for any
action taken by the Authority. The
names of the members voting for and against any such action (unless the vote is
unanimous and without abstention) shall be entered upon the minutes of the
meeting.
5.5 In the event the Authority cannot resolve any resolution, policy, question, or matter, because of a tie vote, or a deadlock caused by a tie vote, or a deadlock caused by a lack of votes of a majority of members after a period of sixty (60) days from the time such resolution, policy, question or matter is first voted upon, any member of the Authority shall then have the right to apply to the Circuit Court of Fauquier County for the appointment of a tie breaker. The tie breaker shall appear at the next regular meeting of the Authority after his/her appointment. The tie breaker so appointed shall be entitled to be fully advised as to the matter upon which he/she is to vote, and if not prepared to cast his/her vote at that time, he may require the Authority to adjourn the meeting to some future date within a period of thirty (30) days. When the tie breaker casts his/her vote, it shall be recorded and counted the same as those of other votes of the Authority Members. His/Her duties shall then be terminated, and he/she shall be paid by the Authority such amount for his/her services as the court, in the order of appointment directs.
5.6 The
typical order of business at any regular meeting of the members shall be:
A. Approval of Agenda
B. Approval
of Minutes
C. Hearing from the Public
D. Reports of Officers
E. Committee
Reports
F. Unfinished Business
G. New Business
H. General Manager/Staff Report
I. Board Members Time
J. Executive Session
5.7. The
proceedings and deliberations of the Authority shall at all times conform to
the Code of Virginia and these By-Laws.
Roberts Rules of Order, Revised, shall apply where not in conflict with
the Virginia Water and Sewer Authorities Act, Articles of Incorporation and
these By-Laws.
6. Fiscal Year
6.1. The
Authority's fiscal year shall start on July 1 of each year and end on June 30
of the succeeding year.
7. Amendments
7.1 These
By-Laws may be amended, repealed, or altered, in whole or in part, by a
majority vote of the members at any meeting where such action has been
announced in writing setting forth the changes proposed in the By-Laws not less
than seven (7) days prior to the meeting.