HomeMy Public PortalAboutOrd 128 Pub Wholesale Water
(Published in the Ij)~J,JrU &!(~t~-,,-.-(:.IJ"'Y""""
1988.)
on r/O)U1JL' CJ 4
ORDINANCE NO.
/'.;{ 8
AN ORDINANCE AUTHORIZING THE FORM OF AND
EXECUTION OF AN AGREEMENT TO ORGANIZE A
PUBLIC WHOLESALE WATER SUPPLY DISTRICT; AND
APPROVING THE FORM OF AND EXECUTION OF
BYLAWS RELATING THERETO.
WHEREAS, K. S.A. 19-3545 et seq. (the "Act"), provides that
in order to permi t certain public agencies to make the most
efficient use of their powers relating to public water supply
on a basis of mutual advantage authorizes such public agencies
to provide for the establishment of a quasi-municipal
corporation, known as a public wholesale water supply district;
and
WHEREAS, the City of Bel Aire, Kansas, owns and operates
its own municipal water system; and
WHEREAS, the City is a public agency, as said term is
defined in the Act; and
WHEREAS, it is desirable to enter into an Agreement with
other public agencies, as defined in the Act, to secure a
source of water on a scale larger than is feasible for the City
acting alone; and
WHEREAS, the organization of the public wholesale water
supply district does not create any financial obligation of the
City, unless such obligation has specific prior approval by the
governing body of the City.
NOW THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF THE
CITY OF BEL AIRE, KANSAS:
SECTION 1. It is hereby deemed advisable that the Ci ty
of Bel Aire, Kansas, enter into an Agreement with other public
agencies in the State of Kansas to create a public wholesale
water supply district.
SECTION 2. The Mayor and City Clerk are hereby
authorized to execute such an Agreement in substantially the
form presented to the governing body this date, with such
amendments or modifications as the Mayor may deem appropriate.
SECTION 3. The Mayor and Ci ty Clerk are hereby
authorized to execute bylaws relating to the Public Wholesale
Water Supply District created by the Agreement in substantially
the form presented to the governing body thi s da te, wi th such
amendments or modifications as the Mayor may deem appropriate.
SECTION 4. This Ordinance shall be in force and take
effect from and after its passage, approval and publication
o~~e,~n the official city newspaper.
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/','."J?A5~E>\~ND APPROVED by the Governing Body of the City
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Mayor
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'Ci ty lerk
AGREEMENT TO ORGANIZE
PUBLIC WHOLESALE WATER SUPPLY DISTRICT NO.
THIS AGREEMENT is entered into this day
of 1988, by and between each and all of the
following public agencies of the State of Kansas:
City of Abilene, Kansas;
City of Bel Aire, Kansas;
City of Chapman, Kansas;
City of Halstead, Kansas;
City of Hesston, Kansas;
City of Hutchinson, Kansas;
City of Lindsborg, Kansas;
City of McPherson, Kansas;
City of Moundridge, Kansas;
City of Newton, Kansas;
City of Park City, Kansas;
City of Salina, Kansas;
City of Sedgwick, Kansas;
City of Valley Center, Kansas; and
City of Wichita, Kansas.
WHEREAS, the Act provides that in order to permit
certain public agencies to make the most efficient use of their
powers relating to public water supply on a basis of mutual
advantage authorizes such public agencies to provide for the
establishment of a quasi-municipal corporation, known as a
public wholesale water supply district; and
WHEREAS, the function of the public who lesale water
supply district shall be to secure a source of water on a scale
1 a rger than is f eas ible for such publ ic agencies, and other s,
acting alone, and to sell such water at wholesale to such
agencies and others.
THEREFORE, IT IS HEREBY AGREED BY AND BETWEEN EACH AND
ALL OF THE ABOVE NAMED MEMBERS, AS FOLLOWS:
DEFINITIONS
"A Cities" shall mean the cities of Abilene, Chapman,
Hesston, Lindsborg and Moundridge, in the State of Kansas.
"Act" shall mean K.S.A. 19-3545 et seq., as amended.
"Agreement" shall mean this Agreement to organize
Public Wholesale Water Supply District No. ___.
"B Cities"
Halstead, Park City,
of Kansas.
shall mean the cities of
Valley Center and Sedgwick,
Bel Aire,
in the State
"District" shall mean Public Whole Water Supply
District No. ___, authorized pursuant to this Agreement.
"Governing Body" shall mean the governing body of the
District authorized and elected in accordance with Article VII
of the Agreement.
"Members" shall mean those cities referenced in the
preamble to this Agreement as may be modified by members who
wi thdraw or Publ ic Agencies who are added in accordance wi th
Article VII hereof.
"Public Agency" or "Public Agencies" shall mean public
agencies, as said term is defined in the Act.
"Representative" shall mean the Representative to the
governing body elected or appointed by the members in
accordance with Article VII hereof.
ARTICLE I
Purpose of Agreement
The purpose of this Agreement is to organize a public
wholesa Ie water supply district under and in accordance wi th
the ACT.
ARTICLE II
Representations of Members
Each Member hereby represents that:
2.1.
It is a Public Agency.
2 . 2 .
It currently owns and operates a municipal water
system.
2.3. Its governing body, by appropriate
authorized the execution of this Agreement.
action,
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ARTICLE III
Creation
3.1. Pursuant to provisions of the Act, the Members
hereby organize a public wholesale water supply district.
3.2. The name of the District shall be the corporate
name given to the District by the Kansas Secretary of State
pursuant to the Act.
ARTICLE IV
Duration
The duration
unless terminated in
Agreement.
of the District
accordance wi th
shall be
Article
perpetual,
IX of the
ARTICLE V
Purposes of the District
The purpose of the District shall be:
5.1. To secure an adequate source of water for the
Members and to sell water to the Members and others permitted
by the Act.
5.2. To transport and distribute water to purchasers.
5.3. To allow the sharing of water sources on a larger
scale than is feasible for the Members acting separately.
5.4. To allow cooperation between Public Agencies for
the efficient use of all the Public Agencies' powers relating
to public water supplies.
5.5. To engage in any lawful act or activity for which
public wholesale water supply districts may be organized under
the Act.
ARTICLE VI
Powers
The District shall have all the powers set out in the
Act or otherwise permitted by law.
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ARTICLE VII
Organization, Composition and Nature
7.1. The members of the District shall be those Public
Agencies signing this Agreement. This Agreement may be amended
to include additional Public Agencies as members by consent of
three-fourths (3/4) of the Members.
7.2. Any Member may wi thdraw from this Agreement and
the District by giving written notice to the Governing Body of
the District of its desire to withdraw, evidenced by an
ordinance of its governing body; provided, however, that if the
member requesting withdrawal shall have any unpaid assessments
to the District the withdrawal shall not be effective until
such time as the assessments have been paid in full or waived
by two-thi rds (2/3) vote of the Governing Body of the
District. The withdrawing member shall not be entitled to
receive any real or personal property of the District by reason
of its withdrawal. Withdrawal of a Member shall not be deemed
to terminate or diminish any obligations that such entity may
have to the District pursuant to written agreements or
contracts with the District separate and apart from this
Agreement except as provided in such other agreements or
contracts.
7.3. The property and business of. the District shall
be managed by the Governing Body of the District. The
Governing Body shall consist of nine (9) Representatives The
Representatives shall be selected by the governing bodies of
the Members, except that the Representative for the A Cities
and B Cities shall be selected by the A Cities and B Cities,
respectively, as follows:
City of Wichita, Kansas - 3 Representatives;
City of Hutchinson, Kansas - 1 Representative;
City of McPherson, Kansas - 1 Representative;
City of Newton, Kansas - I Representative;
City of Salina, Kansas - I Representative;
A Cities - 1 Representative; and
B Cities - 1 Representative.
The term of each Representative shall be for a period of
three (3) years except that the initial term of the first
Representative for the City of McPherson, the Representative of
the B Cities and one of the Wichita Representatives shall be
for one (1) year and the initial term of the first
Representative for the A Cities, the Newton Representative, and
one of the Wichita Representatives shall be for a term of two
(2) years. After such staggered terms, the term for any
Representative to the Governing Body shall be for a period of
three (3) years. Any Representative appointed by an individual
Member may be removed at any time by the Member appointing the
Representative. Any Representative appointed by the A Cities
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or B Cities may be removed at any time by a majority vote of
the A Cities and B Cities, respectively. In case of a vacancy
caused by removal, death, incapacity, disqualification or
resignation, a successor Representative shall be appointed or
elected in the same manner as the original Representative was
appointed or elected and such Representative shall serve for
the remainder of the unexpired term.
7.4. The initial bylaws of the District shall be
approved by unanimous vote of the Members. Thereafter, the
bylaws and other rules and regulations of the District may be
adopted, amended, supplemented or repealed by affirmative vote
of no less than two-thirds (2/3) vote of the Representatives to
the Governing Body.
7.5. The Governing Body of
from the Representatives a president,
and other officers in the manner
District's bylaws.
the District shall elect
a treasurer, a secretary,
and as provided in the
ARTICLE VIII
Financing and Budget
8.1. The Governing Body of the District shall
determine the methods of obtaining financing, for the District
in any manner set forth in the Act or otherwise permi tted by
law which is not inconsistent with this Agreement.
8.2. Any such financing shall be secured by
cont ractua 1 ag reements between the District and the Members,
which agreements shall be paid solely and only from the
revenues produced from a Member's water system and shall not be
payable from any funds raised by taxation.
8.3. The Governing Body shall conduct one or more
meetings of the Members annually to discuss the District's
budget for the ensuing year. The budget shall be adopted by
vote of two-thirds (2/3) of the Members.
8.4. In addition to the matters referred to in
subparagraphs 1 and 2 hereof, the District shall be authorized
to assess Member cities for the repayment of preliminary
engineering, financial and legal services as needed to
determine the advisability of proceeding with acquisition or
construction of a water supply system and/or the repayment of
no-fund warrants issued in accordance with the Act. Such
assessments may be paid from funds raised by taxation.
8.5 The District shall be subject to the budget and
cash basis laws of the State of Kansas and the Governing Body
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of the Di st r ict sha 11 cause an annua I audi t of the f inanci a 1
records of the District to be made in accordance with the laws
of the State of Kansas.
ARTICLE IX
Termination and Dissolution
This Agreement and the District may be terminated and
dissolved by the written consent to such termination by at
least three-fourths (3/4) of the Members; provided that prior
to such termination all indebtedness, warrants and other
financial obligations of the District shall have been paid in
full or there shall have been deposited in escrow with a state
or national bank located in the State of Kansas and having full
trust powers, cash or di rect obligations> of the government of
the United States of America or obligations the payment of the
principal of and interest on which is unconditionally
guaranteed by the government of the Uni ted States of America,
iri amounts sufficient, together wi th the interest earned on
such obligations wi thout reinvestment, to pay such
indebtedness, warrants and other financial obligations in full
when due. Thereafter, the Governing Body of the District shall
dissolve the District, liquidate its properties, and distribut"e
the net proceeds to the Members in a manner to be determined by
it pursuant to law, taking into account, in~such manner as the
Governing Body of the District in its discretion deems
appropriate, the relative contributions of cash and other
property to the Di s tr ict and the re 1 a t i ve water pu rchases of
each of the Members, or in the event that the Governing Body of
the District is unable to decide as to the manner in which the
District's properties shall be liquidated and the net proceeds
distributed it shall be determined by a court of appropriate
jurisdiction.
ARTICLE X
District Prope~
Title to all real and personal property of the
District shall be acquired, held and disposed of in the name of
the District unless otherwise required by law or by the terms
of a gift or grant.
ARTICLE XI
Powers of Governing Body
The Governing Body of the District shall have all
powers designated in the Act, in this Agreement, and in the
District I s bylaws. In the event of a conflict amoung their
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7143B
respecti ve provisions, the Act shall control over both this
Agreement and the bylaws and this Agreement shall control over
the bylaws.
ARTICLE XII
Amendments
This Agreement may be amended or supplemented in whole
or in part by consent of three-fourths (3/4) of the Members and
approval of the Attorney General of the State of Kansas, filing
of such amendment. with the Register of Deeds of each county
where a Member is located, and filing with the Secretary of
State.
ARTICLE XIII
Effective Date
This Agreement shall take effect upon its
authorized execution by each Member, its approval by
Attorney General of the State of Kansas, its filing with
Register of Deeds of each county where a Member is located,
its filing with the Kansas Secretary o~ State.
duly
the
the
and
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71438
IN WITNESS WHEREOF, the Members have each executed
this Agreement as of the date first above written.
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CITY OF BEL AIRE, KANSAS
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Mayor
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/i ty Clerk
ACKNOWLEDGMENT
.
STATE OF KANSAS
)
) SS.
)
COUNTY OF SEDGWICK
This instrument was acknowledged before me on ~ day
of ,m ~ , 19 &"R-, by 1JCti..1' t' LJa2.~ , Mayor,
and \1L~ ~ C~ , City Clerk, of the City of Bel Aire,
Kansas, a nicipal corporation.
(Seal)
Betty L. Marfine
NOTARY PUBLIO
State of KarllGl
My APPT. IEXP..... -~- 0/
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I' Notary Public
My Commission Expires:
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71438
GILMORE & BELL
2/10/88
BYLAWS
OF
PUBLIC WHOLESALE WATER SUPPLY DISTRICT NO.
ARTICLE I
DISTRICT NAME, PRINCIPAL PLACE OF BUSINESS
AND TERM OF EXISTENCE
Section 1.1. District Name. The official name of the
district shall be "Public Wholesale Water Supply District
No. Except in documents where the official name is
required, the District may also be known as the "Central Kansas
Wholesale Water District".
Section 1.2.
separate Office
shall designate
District.
Principal Office. Until establishment of a
of the District the President of the Board
the address of the principal office of the
Section 1.3. Definitions. As used in these Bylaws, the
following definitions shall be applicable:
"A Cities" shall mean the cities of Abilene, Chapman,
Hesston, Lindsborg and Moundridge, in the State of Kansas.
"Act" shall mean K.S.A. 19-3545 et seq., as amended.
"Agreement" shall mean the Agreement
Public Wholesale Water Supply District No.
adopted, executed and filed as provided in the Act.
to Organize
as fully
"B Cities"
Halstead, Park City,
of Kansas.
shall mean
Va lley Center
the cities of
and Sedgwick,
Bel Aire,
in the State
"Board" shall mean the "Governing Body".
"District" shall mean Public Whole Water
District No. ___, authorized pursuant to the Agreement.
Supply
"District Steering Committee" shall mean the official
steering committee formed to organize the District, which
shall, upon full enactment of the Agreement and these Bylaws,
cease to function, except as may otherwise be required herein.
"Governing Body" shall mean the governing body of the
District authorized and elected in accordance with Article VII
of the Agreement.
"Manager" shall mean the General Manager of the
District appointed pursuant to Article VI hereof.
"Members" shall mean those cities referenced in the
preamble to the Agreement as may be modified by members which
wi thdraw or the Public Agencies which are added in accordance
with Article VII thereof.
"Public Agencies" shall mean public agencies, as said
term 1S defined in the Act.
"Representative" shall mean the Representative to the
Governing Body elected or appointed by the Members 1n
accordance with Article V hereof.
"Selection Committee" shall mean
delegates from each of the A Cities or
appropriate, authorized by Section 5.3 hereof
Representative to the Board from the A Cities
respectively.
that group of
B Cities, as
to select the
and B Ci ties,
"Selection Committee Delegate" means a person
appointed by the governing body of an A City or B City to serve
as that Member's representative to the Selection Committe.
Written evidence of appointment shall be furnished by the
Member to the principal office of the District forthwith after
appointment, and shall remain in effect until revoked or
replaced by the Member.
"State" shall mean the State of Kansas.
ARTICLE II
SEAL
Section 2.1. Inscription of Seal. The seal of the
District shall be circular in form and around the outside shall
be the words, "Public Wholesale Water Supply District No.
and in the center shall be the words "District Seal". An
impression of the District seal shall be impressed on this page
in the space provided below. The seal shall be applied to
official documents of the District by the District's Secretary,
or authorized assistant, as evidence of their due execution and
attestation.
(DISTRICT SEAL)
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ARTICLE III
REGISTERED OFFICE AND RESIDENT AGENT
Section 3.1. Registered Office. The District shall
maintain a registered office in the State which shall meet the
requirements of the Act or other applicable laws of the State.
Section 3.2. Resident Agent. The District shall have and
continuously maintain in the State a resident agent upon whom
service of process may be had as required under the Act and any
other applicable provisions or laws of the State. The Board
shall have the authority to appoint or change, from time to
time, such resident agent. The ini tial resident agent of the
District shall be Joe L. Norton, Gilmore & Bell, 800 One Main
Place, Wichita, Kansas 67202.
ARTICLE IV
CORPORATE POWERS
Section 4.1 Except as may be specifically reserved to
the Members in the Agreement or under the Act, all corporate
powers of the District shall be vested in the Board.
ARTICLE V
BOARD
Section 5.1. Distribution of Representatives. The Board
shall consist of nine (9) Representatives. The Representatives
shall be selected by the governing bodies of the Members,
except that the Representative for the A Ci ties and B Ci ties
shall be selected by the A Cities and B Cities, respectively,
as follows:
City of Wichita, Kansas - 3 Representatives;
City of Hutchinson, Kansas - 1 Representative;
City of McPherson, Kansas - 1 Representative;
City of Newton, Kansas - 1 Representative;
City of Salina, Kansas - 1 Representative;
A Cities - 1 Representative; and
B Cities - 1 Representative.
Section 5.2. Term of Representatives. The term of each
Representative shall be for a period of three (3) years except
that the initial term of the first Representative for the City
of McPherson, the Representative of the B Cities and one of the
Wichita Representatives shall be for one (1) year and the
initial term of the first Representative for the A Cities, the
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Newton Representative, and one of the Wichita
shall be for a term of two (2) years. After
terms, the term for any Representative to the
shall be for a period of three (3) years. Each
shall continue in office until a. successor
accordance with this Article.
Representatives
such staggered
Governing Body
Representative
is selected in
Section 5.3. Selection of Representatives. The
Representatives for Members other than A Ci ties and B Ci ties
shall be selected by the governing body of the Member. Any
such selection required in a given year shall occur prior to
the annual meeting of the District. Written evidence of
selection shall be forwarded by the Clerk or other similar
official of the Member to the principal office of the District
in writing not less than ten days prior to the annual meeting.
The Representative of the A Cities shall be selected at a
meeting of the Selection Committee called for that purpose to
which each of the A Ci ties sha 11 send a Se lect ion Commi t tee
Delegate. The initial such meeting shall be convened by the
Chairman of the District Steering Committee, to whom each
delegate shall present written evidence of appointment. The
Representative selected shall be elected by the vote of a
majority of all delegates from the A Cities. Written evidence
of selection shall be forwarded by the Selection Committee to
the principal office of the District not less than ten days
prior to the annual meeting. All subsequent meetings for
selection of the Representative shall be convened by the
General Manager or President of the District and selection
shall be made in the same manner. The Representative of the B
Cities shall be selected and certified to the District at
meetings called for that purpose in the same manner as the
Representative of the A Cities.
Section 5.4. Voting powers. Each Representative shall be
entitled to one vote which shall be equal to the vote of every
other Representative to the Board.
Section 5.5. Compensation. Except as may be specifically
authorized by the Board, no Representative shall receive
payment for any time spent in attending meetings of the Board
or otherwise conducting business of the District. Unless
specifically authorized by the Board, Representatives shall not
receive reimbursement from the District for any expenses
incurred in attendance at meetings of the Board. However, to
the extent that funds are available, the Board, or the General
Manager by authority of the Board, may authorize payment of
expenses for travel in connection with the business of the
District for other than meetings of the Board pursuant to the
Act.
Section 5.6. Vacancies. In the event of a vacancy on the
Board the appropriate Member or the Selection Committee for the
A Cities or B Cities shall appoint an individual to fill such
vacancy for the remainder of the term in accordance wi th the
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same procedure as is set forth for the selection of the initial
Representatives. Evidence of selection shall be provided to
the District forthwith after selection.
Section 5.7. Removal. A Representative may be removed
only by the governing body of the Member or the appropriate
Selection Commi ttees of the A Ci ties and the B Cities. Such
removal and selection of a new Representative shall be
certified to the District in the same manner as the selection
of the original Representative.
Section 5.8. Resignation. Any Representative
Board may resign and a successor will be appointed In
manner as the original Representative was selected.
of
the
the
same
Section 5.9. Alternates. In the event any Representative
is unable to attend a meeting, such Representative may
designate an alternate to attend the meeting of the Board for
such Representative. Such alternate Representative shall be
entitled to participate in any discussion of matters before the
Board, but shall not be entitled to vote and shall not be
counted to determine a quorum of the Board, unless such
alternate is specifically authorized to take such action by the
Member or Selection Committee which originally selected the
Representative.
ARTICLE VI
GENERAL MANAGER
Section 6.1. The Board shall select and appoint a General
Manager for the District, who shall have charge of the business
of the District under the general control, supervision and
direction of the Board. No Representative shall serve as
Manager. Subj ect to the approval of the Board, the Manager
shall: (a) employ, supervise, and dismiss all agents and
employees of the District and fix their compensation; (b)
maintain records and accounts in such a manner that the true
and correct condition of the business may be ascertained
therefrom at anytime; (c) furnish the Board a current statement
of the bus ines sand af f ai rs of the Di strict at each schedu led
meeting of the Board and at the end of each fiscal year and at
such other times as the Board may direct; (d) carefully
preserve and turn over to any successor all books, records,
documents, and correspondence pertaining to the business of the
District which may come into the Manager's possession; and (e)
perform such other duties as may be prescribed by the Board.
The Manager shall be a licensed professional engineer, with
training and experience in the supervision and administration
of water systems and shall manage and control the water system
under the general supervision of the Board. The Manager shall
give the Board a good and sufficient surety company bond in a
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sum to be set and approved by the Board condi tioned upon the
satisfactory performance of the Manager's duties. The Board
may also require that any other employees hired by the Manager
or the Board be bonded in such amount as the Board shall
determine. The costs of any such bonds shall be paid out of
the funds of the District.
ARTICLE VII
MEETINGS OF BOARD
Section 7.1. Place of Meeting. The place of meetings of
the Board shall be determined by the Board from time to time.
Section 7.2. Annual Meetings. The Board shall have an
annual meeting each year in May at a time and place to be
specified by the Board or specified by the President if the
Board fails to so specify prior to May of the year in which the
meeting is to be held. In the event a quorum of the Board is
not available at such time and place, the annual meeting of the
Board may be adjourned by the President or other appropriate
officer to another time and place wi thout the necessi ty of a
quorum concurring such adjournment.
Section 7.3. Regular Meetings. Regular meetings of the
Board shall be scheduled as determined by the Board.
Section 7.4. Special Meetings. Special meetings of the
Board may be called in writing by the President or a majority
of the Representatives to the Board.
Section 7.5. Notice of Special Meetings. The President
or the majority of the Representatives to the Board calling a
special meeting shall cause wri tten notice of such meeting to
be delivered to each and every Representative not less than
seven (7) days prior to the date of such special meeting, which
notice shall specify the time and place of such special meeting
and the purpose and proposed action, in general terms, to be
considered at such special meeting. For purposes of the
Sect ion, such not ice sha 11 be cons idered as given upon depos it
of such notice in the Uni ted States mai I, properly addressed,
postage prepaid.
Section 7.6. Waiver and Consent. Any or all
Representatives may in writing waive notice of any meeting of
the Board and consent to the conducting of business at any such
meeting without notice or specification of the purpose of such
meeting.
Section 7.7. Business at Regular Meetings and at a
Special or Adjourned Meeting; Compliance with Open Meetings
Act. Any business of the District may be conducted at a
regular meeting of the Board. All business to be conducted at
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a special or adjourned meeting of the Board shall be specified
in the notice of special meeting or motion to adjourn and no
action shall be taken at such special or adjourned meeting
unless so specified or unless waivers are obtained in
accordance with Section 7.6 of these Bylaws. All meetings,
whether regular, special or adjourned including those held
pursuant to waiver and consent in accordance with Section 7.6
hereof, shall be held in compliance with the provisions of the
Kansas Open Meeting Act, as amended, K.S.A. 75-4317 et ~.
Section 7.8. Agenda. Whenever feasible to do so,
proposed agendas for meetings of the Board shall be prepared at
the direction of the President, and shall be available to the
public upon request, and shall be distributed to each Member
along with notices of meetings.
Section 7.9.
all meetings of
President.
Order of Business. The order of business at
the Board shall be as determined by the
Section 7.10. Quorum. A quorum of the Board
purpose of conducting its business (except as
provided herein) shall be five (5) Representatives.
for the
otherwise
Section 7.11. The Board shall mail notices of all meetings
to the notice representative for each Member as determined
pursuant to Sect ion 18.4 hereof not less than seven (7) days
prior to the date of such meeting. The notice shall specify
the time and place of the meeting and shall state generally the
purpose of the meeting (unless the agenda is distributed with
the notice).
ARTICLE VIII
OFFICERS
Section 8.1 Election and Qualifications. All officers
of the District shall be elected by the Board at the annual
meeting of the Board by majority vote of all Representatives to
the Board. Such officers shall also be considered as such
officers of the Board.
Section 8.2 Terms and Compensation. The term of all
officers of the District shall be for one (1) year, and such
officers shall receive no compensation for their services
except as authorized by specific vote of a majority of are
Representatives to the Board without the participation of the
officer involved.
Section 8.3 Resignation, Removal and Replacement. All
officers of the District may resign as officers or may be
removed by majority vote of all Representatives to the Board
without cause. The Board shall replace such officer so
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resigning or so removed by election at a regular meeting of the
Board or at a special meeting called for that purpose.
ARTICLE IX
PRESIDENT
Section 9.1 Powers and Duties.
the President shall be:
The powers and duties of
(1) To preside at all meetings of the Board and all
meetings of the Members.
(2) To call meetings of the Members and all meetings
of the Board, to be held at such times and places
as provided by these Bylaws.
(3) To affix the signature of the agency to all
deeds, conveyances, mortgages, leases,
obligations, bonds, certificates and other papers
and instruments in wri ting that may requl re the
same; and to supervise and control, subject to
the direction of the Board, all officers, agents
and employees of the agency.
(4) To serve as Chairman of the Executive Committee
of the Board, if any.
Section 9.2. President Pro Tempore. If
President nor any Vice President is present at
the Board, or of the Members, a President Pro
chosen to preside at and act at such meeting.
nei ther the
any meeting of
Tempore may be
ARTICLE X
VICE PRESIDENTS
Section 10.1. Powers and Duties. In the case of the
absence, disability, or death of the President, the Vice
President senior in point of time of election shall take his or
her place and perform his or her duties. Vice Presidents of
the District shall have such other powers and perform such
other duties as may be granted or prescribed by the Board.
ARTICLE XI
SECRETARY
Section 11.1 Powers and Duties.
the Secretary shall be:
The powers and duties of
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(1) To keep full and complete records of the
proceedings of the Board and of the meetings of
the Members.
(2) To keep the seal of the District and to affix the
same to all instruments which may so require.
(3) To make service and publication of all notices
that may be necessary or proper, and without
command or direction from anyone. In case of
absence, inability, refusal or neglect of the
Secretary to make service or publication of any
notice, then such notice may be served or
published by the President or Vice President, or
by any person thereunto authorized by either of
them, by the Board or by a majority of the
Members.
(4) In the case of the absence, di sabi 1 i ty or death
of the President and at a time in which there is
no Vice President of the District eligible and
qualified to assume the duties of the President
as provided in Article IX hereof, the Secretary,
or Secretary-Treasurer as the case may be, shall
have the power and duty to call a special meeting
of the Board in accordance with these Bylaws for
the purpose of electing a new President.
(5) To cause all offical reports of the District to
be filed with the proper officials.
(6) Generally to do and perform all such duties as
pertain to this office and as may be required by
the Board.
Section 11. 2. Combining wi th Off ice of Treasurer;
Delegation. The office of the Secretary of the District may be
combined wi th the office of the Treasurer of the District as
the Board may so determine, in which case such office shall be
known as the office of the Secretary-Treasurer, and such
officer shall have all the powers and duties of both the office
of the Secretary and the office of the Treasurer as set forth
in these Bylaws. The duties of Secretary or
Secretary-Treasurer may be delegated to the General Manager of
the District with the approval of a majority of the Board.
ARTICLE XII
TREASURER
Section 12.1. Powers and Duties. The Treasurer shall
receive all monies belonging to or paid to the District and
give receipts therefor, and shall deposit such monies, as he or
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she shall be directed by the Board, with one (1) or more
financial institutions qualified to receive municipal deposits
as provided by law to be designated by the Board, and shall
supervise and control the maintenance of full and complete
records of the funds received and the disbursements thereof.
He or she shall render to the member cities at the regular
meetings thereof, and also to the Board at any meeting thereof,
or from time to time whenever the Board or the President may
require, an account of all financial transactions as Treasurer
and of the financial condition of the District, and shall
perform such other duties as may from time to time be
prescribed by the Board. He or she shall exhibi t or cause to
be exhibited the books of the District to the Board or to any
committee appointed by the Board, or to any Director on
application during business hours, or to any other person
entitled to inspect such books pursuant to pertinent provisions
of the law.
Section 12.2. Disbursements.
the Treasurer shall be subject
appropriate resolution.
All disbursements
to control of the
made
Board
by
by
Section 12.3. Combining wi th Office of Secretary;
Delegation. The office of Treasurer of the District may be
combined with the office of the Secretary of the District as
the Board may so determine, in which case such office shall be
known as the office of the Secretary-Treasurer, and such
officer shall have all the powers and duties of both the office
of Secretary and the office of Treasurer as set forth in these
Bylaws. The duties of Treasurer or Secretary-Treasurer may be
delegated to the General Manager of the District with the
approval of a majority of the Board.
ARTICLE XIII
MEETINGS OF MEMBERS
There shall be an annual meeting of Members to be held each
year in May, at a time and place to be specified in a notice
thereof mai led to the Mayor of each member by the General
Manager or President of the District at least 30 days in
advance of the meeting. Each Member shall be represented at
the meeting by the Member's Representative or Selection
Commi ttee Deleg a te, as appropri ate, or by some person se lected
for that purpose by the governing body thereof. Written
evidence of a Member's designation of it's Representative to
the annual meeting shall be provided to the principal office of
the District not less then ten (10) days prior to the annual
meeting if that representative is to be other than the Member's
Representative or Selection Committee Delegate. At the annual
meeting, the following matters may be taken up:
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(a) amendments to the Agreement;
(b) admission, expulsion or withdrawal of Members;
(c) approval of the District's annual BUdget as
provided in Article XIV hereof; and
(d) any other matters required by the Agreement or
these bylaws to have the consent or approval of
the Members.
The President of the Board shall
District's activities over the past
condition, and the Board's plans for
shall receive comments from the Members
shall be transmitted to the Board.
glve a report of the
year, its financial
the ensuing year, and
thereon, if any, which
There may also be special meetings of the Members in the
same manner and to consider any matter which may be considered
at an annual meeting. Special meetings shall be held on thirty
(30) days' advance written notice thereof from the President of
the Board to the Member's principal administrative offices.
Notice of a special meeting may be waived by any Member.
An annual meeting may be adjourned from time to time by the
President to a date or time certain without further notice.
ARTICLE XIV
BUDGET
Section 14.1. Budget Preparation and Approval. The
President or General Manager shall provide a proposed annual
budget for the District for the succeeding calendar year, which
budget shall be approved by a majority of the Board. Such
budget shall include a proposed method of funding the budget;
and if such budget provides for assessments against members, it
shall provide for the apportionment of assessments in specific
amounts to be assessed against each member. The Budget shall
be submitted to the Members for their approval at the annual
meeting thereof. At least two-thirds (2/3rds) of the Members
must vote ln favor of the Budget before it shall be deemed
approved.
Section 14.2. Assessments Against Members. All
assessments against Members shall be subject to the cash basis
and budget laws of the State of Kansas and the specific consent
of each member. Proposed assessments to fund the Budget shall
be submitted to Members prior to June 1 for approval and
inclusion in their separate budgets for the ensuing year.
Section 14.3. Refusal to Pay Assessment.
refuses to approve the proposed assessments for
year as set out in Section 14.2 of these Bylaws,
include such assessments in its budget for the
such Member sha 11 not be ent i t led to the benef i t
If a Member
the ensuing
and fa i 1 s to
ensuing year,
of any work,
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action or study of the District funded by such proposed
assessments against Members unless and unti 1 the Member which
has not participated in the assessment and the cost of such
work, action or study shall pay the amount of such assessment
to the District for reimbursement to other Members on a
proportionate basis as determined by the Board; and, in
addition, the Representatives to the Board representing such
Member shall be designated as inactive, shall not be entitled
to serve as officers of the District, shall not be entitled to
vote, and shall not be counted in determining the total number
of Representives to the Board in determining a quorum under
these Bylaws.
ARTICLE XV
AMENDMENTS
Section 15.1. These Bylaws may be amended, modified,
supplemented or repealed by an affirmative vote of two-thirds
(2/3rds) of the Representatives to the Board.
ARTICLE XVI
INDEMNIFICATION
Section 16.1. Persons. The District may indemnify every
person, his or her heirs, executors and administrators, against
any and all judgments, fines, amounts paid in settlement and
reasonable expenses, including attorneys' fees, incurred by him
or her in connection with any claim, action, suit or
proceedings (whether acutal or threatened, brought by or in the
right of the District or otherwise, civil, criminal,
administrative or investigative, including appeals), to which
he or she may be or is made a party by reason of his being or
having been a Representative, employee, agent or officer of the
Di st rict, and sha 11 do so the extent requi red by the Kans as
Tort Claims Act, K.S.A. 75-6101, et seq., as amended.
Section 16.2. Unlawful Conduct. There shall be no
indemnification (i) as to amounts paid in settlement or other
disposi tion of any threatened or pending action by or in the
right of the District, or (ii) as to matters in respect of
which it shall be determined by judgment or otherwise that such
Representative, employee, agent or officer was not acting in
good fai th in the performance of his or her duties to the
District and, in the case of any criminal action or proceeding,
where he or she had reasonable cause to believe that his or her
conduct was unlawful.
Section 16.3. Good Faith.
entitled to indemnification as of
Any such
right (i)
person shall
if he or she
be
has
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been wholly successful, on the merits or otherwise, with espect
to any claim, action, suit or proceeding or (ii) except as
hereinabove provided, in respect of matters as to which a court
or independent legal counsel, approved by the District, shall
have determined that he or she acted in good faith for a
purpose which he or she reasonably believed to be wi thin the
scope of employment in the best interests of the District; and
in addition, in the case of any criminal action or proceeding,
that he or she had reasonable cause to believe that his or her
conduct was lawful. Such court or independent counsel shall
have the power to determine that such Representative, officer,
employee or agent is enti tIed to indemnification as to some
matters even though he or she is not so entitled as to others.
The termination of any claim, action, sui t or proceeding by
judgment, settlement, conviction or upon a plea of nolo
contendere, or its equivalent, shall not in itself createa
presumption that any such Representative, employee, agent or
officer did not act in good faith for a purpose which he or she
reasonably believed to be in the best interests of the District
and, in the case of any criminal action or proceeding, that he
or she did not have cause to believe that his or her conduct
was lawful.
Section 16.4. Amounts. Amounts paid in indemnification
shall include, but shall not be limited to, counsel and other
fees and disbusements and judgments, fines or penalties
against, and amounts paid in sett lement by, such
Representative, officer, employee or agent. The District may
advance expenses undertaken to repay or to reimburse such
expenses if it should be ultimately determined that he or she
is not entitled to indemnification under this Article.
Section 16.5. Time. The provisions of this Article shall
be applicable to claims, actions, suits or proceedings made or
commenced after the adoption hereof, whether arising from acts
or omissions to act occurring before or after the adoption
hereof. The rights of indemnification provided in this Article
shall be exclusive of any rights to which any such
Representative, officer, agent or employee may otherwise be
entitled by contract or as a matter of law.
ARTICLE XVII
TERMINATION AND DISSOLUTION
Section 17.1. Method of Termination and Dissolution. The
District may be terminated and dissolved as provided in the
Agreement. The District may not be dissolved at any time when
any bonds or other indebtedness of the District remain
outstanding unless cash provision has been made for the payment
of such indebtedness, as provided in Article IX of the
Agreement.
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Section 17.2. Payment of Costs of
dissolution of the District, all costs
dissolution shall be paid first from assets
then, if necessary, from payments by the
such dissolution.
Dissolution. Upon
and expenses of
of the District and
Members voting for
ARTICLE XVIII
MISCELLANEOUS PROVISIONS
Section 18.1. Instruments in
the District shall be in writing,
Board~
Writing.
and must
All contracts of
be approved by the
Section 18.2. Annual Report. The Board of the District
shall cause an annual report to be prepared and made available
in sufficient quantities for circulation among the Members,
inClUding the governing bodies thereof and interested citizens.
Section 18.3.
District shall
December 31.
Fiscal
be the
Year.
calendar
The fiscal
year from
year of
January 1
the
to
Section 18.4. Notice Representative. The governing body
of each Member shall furnish to the office of the General
Manager of the District the name and address of that Member 's
official notice representative and receive notices required
hereunder. If no representative is specified, the Clerk of the
Member shall be the notice representative.
ARTICLE XVIIII
BOOKS AND RECORDS
Section 19.1. Books and Records. The books and records of
the District, and such papers as may be filed by the Board or
Representatives, shall during all reasonable business hours, be
subject to inspection by any officer or duly authorized
representative of the governing body of any Member.
CERTIFICATE OF SECRETARY
The above and foregoing is a true and correct copy of the
Bylaws of the Public Wholesale Water Supply District No.
originally adopted by its Board on 1988, and approved
by the Members on
Secretary
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1504N
APPROVAL OF MEMBER CITY
The wi thin and
Supply District No.
body of the Ci ty of Bel
of , 1987.
foregoing Bylaws of Public Wholesale Water
have been approved by the governing
Aire, Kansas, as of the day
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. A1fTEST:
CITY OF BEL AIRE, KANSAS
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,'I i n~
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",,!
/lvt (Ai/I:-
Mayor
iJ.
'xIYuU/tJ / C::::m4
~ity Clerk '
ACKNOWLEDGMENT
STATE OF KANSAS
)
) 5S.
)
COUNTY OF SEDGWICK
This instrument was acknowledged before me on ~ day
of r1"llvVt--~ , 19b"?, by OcJl.t t u).."J:tL", Mayor,
and l..>.....2Jv..l/'-~" X' ~" , City Clerk, of the City of Bel Aire,
Kansas, a m nicipal corporation.
(Seal)
Betty 1. Marline
NOTARY PUBLIC
Stats of KaMal
MY ApPr. ExPlR"/;)_,;;(;2-
~ J;( 7had~}
Notary Public
My Commission Expires:
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