HomeMy WebLinkAboutResolutions - 2013.05.09 - 20799MISCELLANEOUS RESOLUTION # 13095 May 9, 2013
By: Planning and Building Committee, Jim Runestad, Chairperson
IN RE: WATER RESOURCES COMMISSIONER — ALLIANCE OF ROUGE COMMUNITIES APPROVAL
OF REVISED BYLAWS
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS, Michigan Public Act 517 of the Public Acts of 2004 (Watershed Alliance Act)
provides that two or more municipalities, by resolution of their respective governing bodies, may establish
a watershed alliance for the purpose of studying problems and planning and implementing activities
designed to address surface water quality or water flow issues of mutual concern within the portion of a
watershed located within their boundaries; and
WHEREAS, in 2005 the Alliance of Rouge Communities was created under the Watershed
Alliance Act and has provided the public agencies within the watershed, including Oakland County
through its Water Resources Commissioner, the authority to directly seek grants, enter into contracts, and
manage its own resources that were previously provided by Wayne County with federal funds as part of
the Rouge River National Wet Weather Demonstration; and
WHEREAS, at its meeting on November 7, 2012, the Alliance of Rouge Communities revised its
bylaws, and has recommended for adoption by the appropriate governing bodies of those public agencies
within the Rouge River watershed; and
WHEREAS, since 2005 Oakland County through its Water Resources Commissioner has
participated in the Alliance of Rouge Communities and recommends the County's continued participation
since the organization provides cost effective and efficient program for addressing planning and
implementing surface water quality initiatives of mutual concern within the Rouge River Watershed.; and,
WHEREAS, based upon the in-kind contributions currently provided by Oakland, Washtenaw and
Wayne counties, the counties are not be assessed to support the budget of the Alliance of Rouge
Communities.
NOW THEREFORE BE IT RESOLVED, that the Oakland County Board of Commissioners
hereby adopts the amended bylaws for the Alliance of Rouge Communities attached hereto as Exhibit 1.
BE IT FURTHER RESOLVED, that consistent with the terms of the Alliance of Rouge
Communities bylaws, the Oakland County Board of Commissioners appoints Jim Nash, Water
Resources Commissioner, as its designated representative to the Alliance of Rouge Communities, Philip
Sanzica, Chief Deputy Water Resources Commissioner, as the alternate representative with full voting
rights and privileges, and authorizes the Water Resources Commissioner to designate additional persons
to represent the Oakland County, if needed, as an alternate to assure voting representation on the
Alliance of Rouge Communities.
Mr. Chairperson, on behalf of the Planning and Building Committee, I move the adoption of the
foregoing resolution.
PLANNING & BUILDING COMMITTEE VOTE:
Motion carried unanimously on a roll call vote with Bosnic absent.
EXHIBIT 1
BYLAWS
ALLIANCE OF ROUGE COMMUNITIES
Adopted pursuant to
Part 312, Watershed Alliances,
Michigan Natural Resources and Environmental Protection Act
as amended by Public Act 517 of 2004
Adopted by the Full ARC on November 7, 20
ARTICLE L STATEMENT OF PURPOSES
A. Purpose
It is the purpose of these Bylaws to set forth the composition, duties, and
responsibilities of the Alliance of Rouge Communities (hereinafter the ARC), a
501(c)(3) organization, formed under the provisions of Part 312 Watershed
Alliances, Natural Resources and Environmental Protection, Act as amended by
Public Act 517, 2004. Local public agencies and communities within the Rouge
River Watershed believe there are substantial benefits that can be derived under
this Watershed Alliance through cooperative management of the Rouge River
and in providing mutual assistance in meeting state water disqtaroe permit
requirements to the Rouge River. -The purpose) of the ARC is, to provide an
institutonal mechanism to encourz: watershed-wide cooperation and mutual
support to meet water quality permit -equirements and to restore beneficial uses
of the river to the area residents. The Appendices attached and referred to
these Bylaws are provided for informational purposes only and are not a part of
the Bylaws. The Appendices will be periodically updated to reflect the actual
boundaries of the ARC based upon number of eligible public entities who
formally accept membership, as well as allocation of assessments, and voting
shares in subsequent years
E. 501(c)(3) Designation
The ARC is organized exclusively for educational, scientific and charitable
purposes including, for such purposes, the making of distributions to
organizations that qualify as exempt organizations under Sections 501(c)(3) of
the Internal Revenue Code of 1954, as amended and which support the mission
of the ARC.
C. Prohibited Activities
No part of the net earnings of the ARC shall inure to the benefit of, or be
distributable to its members, directors, officers, or other private persons, except
that the corporation shall be authorized and empowered to pay reasonable
compensation for services rendered and to make payments and distributions in
furtherance of the purposes set forth in Article 1.A hereof.
No substantial part of the activities of the ARC shall be the carrying on of
propaganda, or otherwise attempting to influence legislation, and the corporation
shall not participate in, or intervene in, (including the publishing or distribution of
statements), any political campaign on behalf of any candidate for public office.
Notwithstanding any other provision of these articles, the ARC shall not carry on
any other activities not permitted to be carried on (a) by a corporation exempt
from Federal income tax under Section 501(c)(3) of the Internal Revenue Code
of 1954 (or the corresponding provision of any future United States Internal
Revenue Law) or (b) by a corporation, contributions to which are deductible
under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the
corresponding provision of any future United States Internal Revenue Law).
ARTICLE U. DESCRIPTION AND STRUCTURE
A. Geographic Boundaries
The geographic boundaries encompass the land area within the Rouge River
watershed located in portions of Wayne,. Oakland and Washtenaw counties in
southeastern Michigan shown in the informational map attached as Appendix A
(Geographic Boundaries) to these Bylaws. Under state law the boundaries of the
ARC are limited to the jurisdictional boundaries of its members. Appendix A will
be updated periodically to show the jurisdictional boundaries of those cities,
townships, and villages that have adopted the Bylaws and formally accepted
membership, in the event that some eligible Rouge River watershed
communities (cities, townships, or villages) do not become members or elect to
not maintain ARC membership, county members may: 1) include all of their
county political boundary within the Rouge River watershed where they intend to
exercise their independent water management responsibilities; or 2) include only
that portion of the county within the Rouge River watershed where communities
have accepted membership in the ARC.
B. Membership of the ARC
1. Types of Membership
a. Primary Members
The Primary Members of the ARC shall consist of a representative, or
designated alternate of each township, city, viliaae and county (or county
agency) whose legal jurisdiction incorporates areas wholly or partially
within geographic boundaries identified in Appendix A and whose
governing body by resolution, voluntarily adopts these Bylaws.
b. Associate Members
The Associate Members of the ARC shall consist of a representative, or
designated alternate of a public school district, public college OF university,
or any other local or regional public agency that has been issued a state
permit for a water discharge into the Rouge River and who submits a
ARC Bylaws 2 Adopted by the Full ARC on 11/7/12
written acceptance of the bylaws from a representative authorized to
oversee these activities. .
2. Cooperating Partners
The ARC encourages the involvement of non-profit organizations, other public
agencies or entities, businesses, and residents who share a common interest
in protection and restoration of the Rouge River. Those who a) provide their
time, services, expertise or other resources toward the common goal of
protection and restoration of the river, and b) comply with the ARC policy for
Cooperating Partners, will be recognized as non-voting, Cooperating
Partners.
3 Termination
A member may terminate its membership in writing at any time, however;
there shall be no refund of any assessment already paid to the ARC. Other
financial impacts of termination are described in the ARC Dues Policy
C. Organization Structure
1. Full ARC
The ARC, a 501(c)(3) organization, is a voluntary public watershed entity
currently comprised of municipal governments (i.e. cities, townships and
viliages), three counties (Wayne, Oakland and Washtenaw), assocts
members and cooperating partners (i.e. Other ..or.na!-Iizations). as aLithorized by
Part 312 (Watershed Alliances) of thejiiichigan Natural esources and
Environmental Protection Act (MCL 324.101 to 324.90106) as amended by
Act No, 517, Public Acts of 2004.
2. Officers
The officers of the ARC are the Chair, 'lice-Chair and Treasurer.
3, Executive Committee
The ARC Executive Committee shall have 14 voting members consisting of:
a, (3) The elected Chair, Vice-Chair, Treasurer of the ARC,
b. (3) One representative or alternate from each member county,
c. (7) One representative or alternate from each of the seven Subwatershed
Advisory Groups.
d. (1) The immediate Past Chair, Past Vice-Chair, or Past Treasurer of the
ARC shall serve as a member or alternate member with preference given
first to the Past Chair, then the Past Vice-Chair, and then the Fast-
Treasurer.
The three counties shall appoint their respective representatives and
alternates to the Executive Committee. Representatives and alternates
serving on the Executive Committee shall be limited to those individuals
representing a member public agency that has adopted these Bylaws and has
paid its membership assessment. in an effort to assure the broadest
ARC Bylaws 3 Adopted by the Full ARC on 11/7/12
participation by ARC members, reasonable efforts should be made to assure
representation throughout the watershed.
4. Standing Committees
The ARC has established standing committees on technical issues (Technical
Committee), financial management (Finance Committee) and public
involvement and education (PIE Committee). The Treasurer shall Chair the
Finance Committee and the officers shall appoint the Chairs of the Technical
and PIE committees from members of the Executive Committee. The
standing committee Chairs may appoint Vice-Chairs of their respective
committees provided such Vice-Chairs represent members. Participation on
standing committees is open to ARC members, Cooperating Partners and
other interested parties.
5. Special Committees
From time to time, the ARC may choose to establish special committees to
consider specific issues or questions.
a. Organization Committee
The ARC shall appoint members and the Chair or Co-Chairs of the
Organization Committee that reflect the broad diversity of the ARC
membership with respect to geographic location, land area and population
within the watershed, and type of public agency. Current officers shall not be
members of the Organization Committee
b. Nominatino Committee
The ARC Chair shall appoint an ARC member to Chair a Nominating
Committee in advance of ARC elections to oversee nominations for officer
positions.
6. Support Services
The ARC may choose to appoint or hire an Executive Director and/or support
staff, A recommendation for Executive Director and/or any contracted support
services will be made by the Executive Committee and forwarded to the Full
ARC for approval.
ARTICLE ROLES AND RESPONSIBILITIES
A. Full ARC
The Full ARC meetings are chaired by the ARC Chair. All official actions of the
ARC including the election of officers, adoption of budgets, assessment of costs
to members, and all other matters not otherwise specifically delegated to the
elected officers, committees or Executive Director shall be made by the Full ARC
at a regular meeting consistent with the voting procedures in Article IV.C, of
these Bylaws. The Full ARC shall:
1. Maintain official written record of meetings that includes attendance, issues
discussed, and official actions taken;
ARC Bylaws 4 Adopted by the Full ARC on 11/7/12
2. Recommend to members any subsequent changes needed to these bylaws;
3. Take other actions required, including delegation of responsibilities to the
elected Chair or Executive Committee to carry out the purpose and conduct
the business of the ARC including, but not limited to, directing the activities of
any committees established under the Bylaws;
4, Encourage and promote public involvement in actions and activities of the
ARC, and assure compliance with the ARC Open Meetings and Freedom of
Information Policy.
5. Develop policies and procedures related to official actions of the ARC,
including but not limited to contracting for services, disbursement of funds and
related fiduciary responsibilities, and
6. Prepare an annual report on the goals and accomplishments of the ARC
together with a comprehensive audit report on the expenditures and
revenues.
B. Officers
1. Chair
The ,Chair serves a twc,-year tem-, and sets the vision for ire PC The °heft
presides over the Fur ARC and the Executive Committee and adpont -,,,
Committee Chairs.
2. Vice-Chair
The Vice-Chair serves in the absence of the Chair, and assists the Chair with
general operation of the ARC.
3. Treasurer
The Treasurer Chairs the Finance Committee and oversees the ARC's annual
audit. The Treasurer is responsible to the ARC for all financial operations as
outlined in the ARC Accountino Procedures Manual.
Executive Committee
The meetings of the Executive Committee shall be Chaired by one of the three
elected officers. The elected Chair of the ARC shall Chair the Executive
Committee, with the responsibility succeeding to the elected Vice-Chair if the
elected Chair is unavailable. If neither the 'elected Chair nor the elected Vice-
Chair is present at an Executive Committee meeting, the elected Treasurer shall .
serve as Chair for the meeting,
ARC Bylaws 5 Adopted by the Full ARC on 1117/12
The Executive Committee shall, with the advice of the standing committees:
1. Provide oversight of the expenditure of ARC monies consistent with the
approved annual budget by reviewing financial status reports prepared by the
Finance Committee;
2. Provide a forum for discussion and, if appropriate, make recommendations to
the Full ARC to resolve issues related to the management of the ARC brought
to its attention by any member of the ARC;
3. Assist the standing committees and any other special committees of the ARC
in meeting their respective responsibilities;
4. Maintain a written record of each Executive Committee meeting including, as
a minimum, attendance, list of issues, and a record of decisions and
recommendations, and
5. Take other actions that are consistent with the provisions of these Bylaws and
direction provided by the ARC.
ID. Standing Committees
The ARC shall establish and outline a purpose for the three standing committees
on technical issues (Technical Committee), . financial manadement (Finance
Committee) and public involvement and education (PIE The
Treasurer shall Chair the Finance Committee, and the officers shall the
Chairs of the Technical and PIE Committees from members of the Executive
Committee. The standing committee Chairs may appoint Vice-Chairs of their
respective committees provided such Vice-Chairs represent members. Any
member, designated alternate or other representative of a member may serve on
any standing committee. Cooperating partners or other members of the public
may be invited to participate in a standing committee, but all official actions of a
standing committee shall be limited to participation by those on the committee
representing ARC members. Committee duties and responsibilities are defined in
ARC Committee Responsibilities document. In addition, the Executive
Committee may define other responsibilities for any standing committee.
1. Finance Committee
The Finance Committee shall be chaired by the ARC Treasurer and its
membership made up of members of the ARC,
2. Technical Committee
The Technical Committee shall be chaired by an ARC member who sits on
the Executive Committee. The committee Chair may appoint a vice-Chair
provided the Vice-Chair is an ARC member. Participation in the Technical
Committee is open to ARC members and other interested parties.
ARC Bylaws 6 Adopted by the Full ARC on 11/7/12
3. Public Involvement and Education (PIE) Committee
The PIE Committee shall be chaired by an ARC member who sits on the
Executive Committee. The committee Chair may appoint a Vice-Chair
provided the Vice-Chair is an ARC member. Participation in the PIE
Committee is open to ARC members and interested parties.
Special Committees
From time to time, the ARC may choose to establish special committees to
-consider specific issues or questions. Any special committee shall be established
by the ARC, the ARC Chair or the Executive Committee. The Special Committee
Chair(s) and Co-Chair(s) appointed shall be representatives of members of the
ARC. The duties and responsibilities of Special Committees shall be defined by
the Executive Committee,
1. Organization Committee
The ARC shall establish the Organization Committee to consider chances to
its Bylaws; develop and/or review policies and procedures; consider
membership requests and make recommendations to the Full ARC. The ARC
shall appoint members and the Chair or Co-Chairs of the Organization
Committee that reflect the broad diversity of the ARC membership with
respect to geographic location, and area and population within the watersned
and type of public agency.
2. Nominating Committee
The ARr, Chair snail appoint an ARC :m-rhirr to Choir N3TH ".;.•
Committee in advance of ARC elections to oversee nominations for office7
positions. The ARC shall consider the recommendations of the nominating
committee.
F. Executive Director
Any Executive Director selected by the Executive Committee shall exercise his or
her duties and responsibilities under the direction of the ARC Chair or other ARC
officer designated by the Chair. The Executive Director shall serve as an ex-
officio member without vote for all committees and special committees and
.provide supporting information and recommendations.
G. Contracted Services
Duties and responsibilities will be defined by contr act.
ARTICLE IV: GOVERNANCE
A, Election of Officers
The ARC shall consider recommendations from the Nominating Committee and
may elect for a two-year term, from among its members, a Chair, Vice-Chair and
Treasurer. The three ARC officers shall be limited to an elected or appointed
official, or employee of a Primary Member of the ARC as defined in these
ARC Bylaws 7 Adopted by the Full ARC on 1117112
Bylaws. Officers shall be elected to two-year terms at a regularly scheduled ARC
meeting through a formal action as described under Article IV. C. of these
Bylaws. The Chair, Vice-Chair and Treasurer of the ARC shall serve until
replaced by a majority vote of the members. The elected Vice-Chair, or the
elected Treasurer in the event the Vice-Chair is unavailable, shall assume the
duties of the Chair if the Chair is unavailable. Newly elected officers will assume
their duties at the conclusion of business of the meeting at which those officers
were elected.
B. Officer Vacancy
In the event of an officer vacancy the Chair shall appoint an interim
representative from the ARC members until such time that an election of the
vacant officer position can be held. If the Chair position becomes vacant, the
position shall be filled by the elected Vice-Chair, or the elected Treasurer shall
assume the duties of Chair, in the event the Vice-Chair is unavailable.
C. Decision Making
1. Full ARC
The ARC shall take all formal actions, by a simple majority vote of all eligible
Primary and Associate Members at a meeting at which a quorum is present.
A quorum shall consist of one more than fifty percent (50%) of all members,
eligible to vote and present. Voting shall be limited to members or their
designated alternates who are physicaliy present at an ARC meeting. Eligible
members are those appointed by an appropriate governing authority that has
adopted these Bylaws by resolution and that has paid its assessment.
Provided, however, any eligible Primary Member may request that formal
actions on a specific action item be subject to a voting of shares, and, if
supported by at least four other Primary Members, the formal decision of the
ARC will be based on voting shares. The elected officers may not vote on any
issue before the ARC unless they are also serving as the designated ARC
representative of their respective public agency.
2. Executive Committee
The Executive Committee will seek consensus on all issues brought before it,
in the .absence of consensus, the Executive Committee will adopt motions
only when a majority of its members (8) vote in favor of a motion. Each
member will have one vote including the elected officers of the ARC. A county
or SWAG may designate an alternate to serve and vote on behalf of their
appointed representative to the Executive Committee.
3. ARC Standing and Special Committees
The ARC Standing and Special Committees will seek consensus on all issues
brought before them. Failure to reach consensus will result in no
recommendation.
ARC Bylaws 8 Adopted by the Full ARC on 11/7/12
D. Voting Shares
If a voting of shares is requested and supported by a total of five members,
adoption of formal actions shall require a simple majority of the voting shares of a
quorum based upon the following allocation:
1, Primary Members
The voting shares for city, township and village members shall be based upon
the financial contribution of each based upon the approved ARC annual
budget and assessment of costs to members. The specific voting shares will
be proportional to the annual assessments to each city, township and village
as determined under Article V. of these Bylaws with one voting share based
upon the annual assessment for each divided by S750 rounded to the nearest
whole number. If an assessment is less than $750, one voting share shall be
provided.
The combined voting shares of the three counties and county agencies
combined shall be limited to twelve percent (12%) of total voting shares and
the allocation of voting shares between the three counties shall be
determined by the proportional amount of land in each county within the
Rouge River watershed. For the purposes of these Bylaws, counties are
defined as the appointed/elected Road Commission, the elected County
Water Resources Commissioners ; the elected County Executive, or the
elected County Commission. Provided, however, only one member or
designated alternative, shall represen!. each
Associate Members
The specific voting shares will be proportional to the annual assessments to
each with one voting share based upon the annual assessment for each
divided by $750 rounded to the nearest whole number. If an assessment is
less than $750, one voting share snail be provided.
3. Cooperating Partners
Cooperating Partners shall not have voting privileges, but shall be invited to
participate in meetings of standing committees and noticed of all meetings of
the ARC and its Executive Committee.
E. Meetings
An effort shall be made to schedule meetings at locations throughout the Rouge
River Watershed, allowing any member community or agency to host a meeting.
All meetings of the Full ARC and Executive Committee shall operate under the
Robert's Rules of Order unless modified by a majority vote of the ARC members.
1. Alliance of Rouge Communities
The Full ARC shall meet at least twice each calendar year at a designated
time and location established by the Executive Committee. Agendas for ARC
meetings will be distributed and circulated to all members in advance of all
meetings. All official actions of the Full ARC including the election of officers,
adoption of budgets, assessment of costs to members, and all other matters
ARC Bylaws 9 Adopted by the Full ARC on 1177/12
not otherwise specifically delegated to the elected officers, committees or
Executive Director shall be by the Full ARC at a regular meeting consistent
with the voting procedures in Article V. D. of these Bylaws.
2. Executive Committee
The ARC Executive Committee will meet at least four times each year at the
call of the Chair.
3. Other Committees
Other committees shall meet as needed.
ARTICLE V. BUDGET AND ASSESSM
The ARC shall adopt an annual, fiscal year budget for the period from January 1
through December 31 on or before December 15, of each year for the following
calendar year. Assessments for members will be set at the time each budget is
adopted. Modifications to the budget may be adopted at any regularly scheduled ARC
meeting, provided however, that assessments once established for any member, shall
not be increased during the calendar year for which they were established. Not
withstanding this provision restricting mid-year changes in assessments, members may
voluntarily agree to increase their payments for special-services provided by the ARC.
A. Primary Members
1. City, Village and Township Members
The assessments to cities, villages and townships will be determined by
subtracting the amount of dollar contributions from the approved budget to be
provided by counties, Associate Members, and from grants, money gifts, and
other income including any balances from prior year ARC budgets. The
amount remaining after subtracting these other sources of revenue will be
prorated and assessed to each city, village and township primary members
based upon equal weight to the population of the unit Of government within
the watershed according to the most recent United States census, and the
land area within the watershed as shown as a pan of Appendix B (Voting
Shares). Provided, however, that maximum assessment to any member shall
be limited to no more than 15% of the total assessments for all other Primary
Members in any fiscal year.
2. County Members
Based upon the in-kind contributions currently provided by Oakland,
Washtenaw and Wayne counties, the three counties will not be assessed to
support the budget of the ARC as determined by the Policy for County In-kind
Contributions.
ARC Bylaws 10 Adopted by the Full ARC on 11/7/12
B. Associate Members
The ARC shall assess Associate Members at the time they become a member
based upon a dollar amount approved by the ARC and agreed upon by the
Associate Member. The assessment shall reflect the ARC membership benefits
provided each Associate Member, and any other contributions made by the
Associate Member to the ARC. The annual assessment to an Associate
Member, however, shall not be less than the lowest amount assessed
any Primary Member or $750 whichever is greater, nor more than $30,000 or the
highest amount assessed any Primary Member whichever is greater.
C. Adjustment of Assessments
Once adopted as part of a given fiscal year budget, the annual assessments to
primary members shall not be lowered based upon the addition of new members
or any other additions to income not considered as part of the approved annual
budget for that year. Primary and Associate Members joining after the adoption
of the fiscal year budget shall be assessed shall be assessed proportionately
based on the quarter of the year they join using the same formula as was applied
to other members. Primary and Associate members terminating membership
after the start of the fiscal year budget and after paying their assessments shall
not be given a refund of dues.
A.RTICLE ROLL
The eiigibie members adopting these Bylaws shall do so 'Py the passage of a formai
resolution, an example of which is attached as Appendix C (Model Resolution), and
exercise of existing authority that includes the ability to commit to the annual payment of
assessments for support of ARC as identified in the annual ARC budget. Once a
resolution is passed and a certified copy forwarded to the ARC, the public entity vvill
remain a member so long as its assessments are paid in a timely manner. Services
provided through the ARC and any grant funding it receives shall be, to the extent
practical, limited to Primary and Associate Members that have adopted the Bylaws and
met their respective assessed financial obligations established consistent with the
Bylaws.
ARTICLE V. INDEMNIFICATION
To the extent permitted by law, the ARC may hold any officer, committee Chair,
Executive Director, agent or employee and their respective designees harmless from
personal liability for claims made or civil actions commenced against the officer,
committee Chair, Executive Director, agent, employee or designee; when acting in good
faith within the scope of his/her authority; while discharging his/her official duties on
behalf of the ARC; for acts in or not opposed to the best interest of the ARC; or on
account of liability of the ARC; only if their actions do not amount to gross negligence
ARC Bylaws ii Adopted by the Full ARC on 11/7/12
and are not contrary to the law. The ARC, pursuant to bylaw or resolution of its board,
may obligate itself in advance to defend and hold harmless persons.
The ARC shall purchase and maintain Director and Officers Liability insurance on behalf
of any officer, committee Chair, Executive Director, agent or employee and their
designees against any liability asserted against the person and incurred by the person
in any capacity or arising out of the status of the person as an officer, committee Chair,
Executive Director, agent or employee of the ARC.
The amount of fees and costs which the ARC shall pay for on behalf of any officer,
committee Chair, Executive Director, agent, employee or designee's defense shall be
limited to and shall not exceed insurance limits of the policy, if any, covering the claim or
action.
The decision to defend and represent any individual officer, committee Chair, Executive
Director, agent, employee or designee will be made in the sole discretion of the ARC;
acting on advice from its legal counsel as to whether said individual, officer, committee
Chair, Executive Director, agent, employee Cr designee was acting while in the scope of
his/her authority was discharging his/her official duties on behalf of the ARC and if the
acts were in or not opposed to the best interest of the ARC.
ARTICLE. VIE. =X s!
WDNG
The Executive Committee will have full and complete access to records concerning the
use of the funds •coliected from the members. The expenditures of monies collected
through assessments to members will be audited through a process determined to be
appropriate by the Finance Committee. The Finance Committee will provide oversight
of all expenditures of .member assessments and report the status of income and
expenditures at each meeting of the Executive Committee.
ARTICLE IX. DISSOLUTION OF THE ARC
In the event of the dissolution of this Corporation, all assets, real and personal, shall be
distributed to one or more organizations which qualify as tax exempt and publicly
supported under Sections 501 (c)(3) and 509(a)(1), respectively of the Code, or the
corresponding provisions of any subsequent Federal tax laws, or shall be distributed to
the federal government, or to a state or local government, for a public purpose. -
ARTICLE X. AMENDMENTS TO BYLAWS
A. Except as provided in Section X.B for select amendments to Article V of these
bylaws, any amendments proposed to these bylaws shall be first reviewed by the
Organization Committee who shall, after consideration of proposed amendments,
make recommendations to the Executive Committee and the Full ARC. Any
ARC Bylaws 12 Adopted by the Full ARC on 11/7/12
amendment(s) to the Bylaws shall be: 1) formally noticed to all members at least
30 days prior to the Full ARC meeting at which they are to be voted upon; and, 2)
approved by at least two thirds of all members (or two thirds of all member
shares if a voting of shares is requested) at a meeting at which a quorum is
present. A quorum shall consist of one more than , fifty percent (50%) of all
members, eligible to vote and present.
B. Proposed amendments to Article V of these bylaws, which will change the way
that assessments to members are determined, shall be approved by the ARC as
provided in Section X.A. In addition, after approval by the Full ARC of proposed
amendments to Article V, the proposed amendments to Article V shall also be
sent to all members for review and approval by the member's respective
governing bodies. The members governing boards shall have five (5) months
following the date of the ARC action formally recommending amendments to
Article V to approve the amendment. The amended Bylaws shall become
effective when at least half of the governing bodies of members approve the
amended Bylaws within the specified time limit.
ARC Bylaws 13 Adopted by the Full ARC on '1177/12
INFORMATIONAL APPENDICES TO THE BYLAWS
Appendix A Proposed Geographic Boundaries of the Rouge River Watershed
Appendix B Allocation of Costs and Voting Shares
Appendix C Example Resolution
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APPENDIX A
ROUGE RIVER WATERSHED
ARC Eligible Communities
5 rni
'
LEGEND
Watersned boundary
Rouge River major branches tlz, tributaries
City/township boundaries
County boundaries
ARC Eligible Communities
50 5 10 km
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2
APPENDIX B (Page 1 of 2) Eligible Primary Members of Proposed Alliance of Rouge Communities I. Current Assembly Eligible 1. rib s — Watershed Acres/Population, a id Allocation of Costs and Voting Shares for 2005 Fiscal Year Community/County 111 Allen Park* Watershed Area (Acres) 121 892 Watershed Population 1.31 1,490 , 'a tershed Area 141 "A Watershed Population 151 0 a Weighted % Area & % Population 161 0.26% Cost/$297,503 Weighted [71 $768 Member Voting Shares 181 191 Co. Watershed Area (Acres) 1121 036" 2 Canton Twp. 23,123 76,366 9.39% 7.90% 8.65% $25,722 34 3 Dearborn 15,659 97,627 6.36% 10_11% 8_23% $24,488 33 4 Dearborn Heights* 5,301 37,740 2.15% 3.91% 3.03% $9,012 12 5 Garden City 3,752 30,047 1.52% 3.11% 2.32% $6,892 9 6 Inkster* 3,696 27,987 1 50% 2.90% 2.20% $6,541 9 7 I vonm 22,952 100,545 9.32% 10.41% 9.86% $29,342 39 8 Melvindale5 1,726 10,541 0.70% 1.09% 0.90'7 $2,665 - 4 9 Northville 1,298 6,458 0.53'4 0.67% 0.60% $1,778 2 0 Northville Twp 10,603 20,990 4.30% 2.17% 3.24% $5,635 1 1 Plymouth 1,410 8,987 0.57% 0.93% 0.75% $7,235 3 12 Plymouth Twp. 10,251 27,833 4.16% 2.88% 3.52% $10,476 14 13 Pedro' d Twp. 7,215 51,622 2.93% 5.34% 4.14% $12,306 16 14 ROMUIUS* . 2,458 3,04 1.007/ 0.41% 0.71% $2,099 3 15 Van Buren Twp.* 8,421 8,535 3.42% 0 88% 2.15% $6,399 9 16 Wayne5 3,829 18,830 1.55% 1_95% 1.75% $5,212 7 17 18 Westland'1 12,457 84,177 .„ 8.71% 6.89% $20,484 27 Wayne County 32 176,099 19 Auburn Hills* 191 935 0.0' " 0.10% 0.09% $260 100,052 20 Beverly Hills* 2,382 9,488 0,98% 0.97% $2,899 4 21 Bingham Farms 783 . 1,030 0.3 '%, 0.11% 0.21% $632 1 22 Birnun8ham5 1,978 12,2713 0 Fart:. 1 27% 1.04% $3,080 4 23 Bloomfield Hills 3,219 3,940 1. I- , 0.41% 0 86 4, $2,551 3 Bloomfield Twp.* 16,303 41,204 4.27% 5.44% $16,190 22 24 Commerce Twp.* . 606 1,054 0.„': 0.11% 0.18% $528 1 25 Farmington 1,706 10,423 0.6'" 1 08% 0 89% $2,635 4 26 27 Farmington Hills 21,311 82.112 8.65% 8.50% 8.58% $25,513 34 28 Franklin 1,680 2,958 0 ;47' 0.31% 0.49% $1,470 2 Village 2911,athrup 963 4,236 0.312/ 0.44% 0.41% $1,234 2 30 Novi* 15,231 42,927 6. ' 32 4 44% 5.31% $15,807 21 31 Pontiac* 450 1,376 0 I !;.. 0.16% 0.17% $514 1 Rochester Hills* 1,977 4,562 1 0.47% 0.64% $1,896 3 32 Southfield* 14,982 64,683 6 Or . 6.70% 6.39% $19,007 25 33 34 Troy* 3,835 13,826 1.56- , 1.43% 1,49% $4,445 6 35 West Bloomfield Two. 11,081 40,956 4.50- , 4.24% 4.37% $12,998 17 36 Walled Lake* 585 2,547 . 0 .' !" , 0.26% 0.25% $745 1 37 W ixon ' 548 I 0.14% 0.18° '534. I 18 Oakland Corm 38 Superior Iwp.- Ypsilanti PAT.* 10,371 1,097 1 — . , ,,668 2,624 0 79 . 0.27, 2.50% 0.36% 87,444 $1,066 10 1 39i 40 1. h enaw County 4 22,275 41 11 r 1111i11; 11r1emi,r7. i'1 IP'l ":,1- "?. 11.1 . d151,_ 2952_476
APPENDIX 2 of 2) Eligible Primary Members of Proposod Alliance of Rouge Coniinunities Non Assembly, Eligible Members — Watcished Acres/Population, and I i ojected Allocation of Costs and Voting Shares for 2005 Fiscal Year Watershed Commonity/Coonty Area (Acres 1101 121 Watershed Poonlatimi 131 o t ted Area 141 0 Watershed I' Motion 151 W righted % Area & % Population 1161 '.ost/$57,5 Weighted 171 Adjusted Limit 1111 Member Voting Sluices 181 42 Dame' 38,779 444 02 13.60% 0.002% 31.49% 22.55% $67,079 544,625 60 43 Ecorse° 5 51 0 01 0 0.004% $11 $11 1 1-lig(tlattd Park6 902 9,201 0.36% 0 94% 0.65% $1,946 $1,946 45 1 'on Twp.* 468 243 0.19" 0,03% 0.11% $319 $319 1 46 Oak Palk* 82 689 0.07"/ 0.05% $155 . $155 1 47 Orchard Lake° 159 125 u lc!, 0 01% 0.04% $115 $115 48 River Rouge* 1,370 9,731 0.55% 1.00% 0.7821 $2,306 $2,306 49 Salem.] wp.* 10,339 _ .........,,...— 2 .. 4.6653) .... 4 0 7— 0.2.5'!" .....,;:—...,..,. 2.1 (2% --. ...._—_-...s.-- 6,359 $6,359 8 78 Potential 1 goal ATiiiioir: 57,18 y to NotatiloRs ror ,Ar FNMA B Tables It I Crarammities/Crmolie, that Rigriert Aug 2003 Memorandum of Agreement flu shed ducal Mani ement Assembly (rouge Assembly) 121 Community Ames within Rouge River Watershed. RPO Data Base (:017,MIDity Population within Proge River Watereberd 2000 Census Data (SEA4COGIRI-0) [41 Percent Land Area within Rouge River Watershed Compated to Tota3within Watershed [51 Percent of Population within Warm abed Compared to Total Population within Watershed [61 Percent I .aud Area Phis Percent Population Divided 1) Two (i 0, equal weight to each factor) [7] faial 5297,503 Assessed - Equal Weight (ham to Population and Land Area Within Watershed 18] Community Shares Assessment Divided by 8750 Pounded to the Nearest Whole. Nniul,r, (9) County Shares er 12% of Total Shares — Allocated Based on % C,ounty Land Arca in Wateished [101 Rouge Watershed Communities Who Did Not Sign August 2003 Memorandum of Agreement bun limited to Na More Than of 1 eta! Assessment of All Other Primary Member, [121 Includes All Comity Land Area Within the Watershed -Community Total Membership La * Indicates Communities with SOIIIC Portion of land Area Outside of the Rouge River 5-Vat li•• 'red I mid Irt 'cc flea! Assembly Roe Informational all:actin-lent to July 2005 1* nce Rouge Cornrow nii(no 0th submitted. for adoption by member governing bodies.
Appendix C
MODEL RESOLUTION
(The following is a model resolution —the essential elements are contained in the "Resolved" paragraphs which
adopt the bylaws and designates the representative and alternate)
Acceptance of Membership and Adoption of Bylaws
ALLIANCE OF ROUGE COMMUNITIES
WHEREAS, Watershed Alliance legislation passed the Michigan House of Representatives and the Michigan
Senate and was signed into law by the Governor on January 3, 2005, as Act No. 517, Public Acts of 2004, based
upon a draft provided and supported by the Rouge River watershed communities; and
WHEREAS, the formation of the Alliance of Rouge Communities under this new state law provided the public
agencies within the watershed the authority to directly seek grants, enter into contracts, and manage its own
resources that have been provided in the past by and through Wayne County with federal funds as part of the
Rouge River National Wet Weather Demonstration; and
WHEREAS, at its meeting on November 7, 2012, the Alliance of Rouge Communities completed the revised
attached Alliance of Rouge Communities bylaws, and recommended adoption by the appropriate governing
bodies of those public agencies within the Rouge River watershed eligible for membership,
THEREFORE BE IT RESOLVED, that the (Insert Nome of Public Entity's Governing Body or, if appropriate elected
public official) formally adopts bylaws for, and accepts memberShip in the Alliance of Rouge Communities,
FURTHER BE IT RESOLVED, that consistent with the terms of the Alliance of Rouge Communities bylaws, the
(insert the name of the public entity's governing body or, if appropriate, elected public official) formally
appoints (insert name or title of representative) as its designated representative to the Alliance of Rouge
Communities, (insert name or title of alternate) as the alternate representative, and authorizes (Insert name or
title of person with authority to appoint) to designate additional persons to represent the (Insert Public Entity's
Name), if needed, as an alternate to assure voting representation on the Alliance of Rouge Communities,
FINALLY, BE IT RESOLVED that (insert name of public entity) continuing membership will be evidenced by
payment of its voluntary assessment on an annual basis to the Alliance of Rouge Communities.
Adopted (Date)
(Certifying Official and Title)
To report the results of your community's/county's official action on
the bylaws, please email James Ridgway, Alliance of Rouge
Communities Executive Director at:
jridgway@allianceofrougecommunities.corn
To formally confirm adoption of the bylaws and membership in the
Alliance of Rouge Communities, please send a signed, official copy of
the resolution to:
Chris O'Meara, Staff
Alliance of Rouge Communities
c/o ECT, 719 Griswold St., Suite 820
Detroit, MI 48226
I HEREBY APPROVE THE FOREGOING RESOLUTION
57/eo
Resolution #13095 May 9, 2013
Moved by Long supported by Quarles the resolutions with fiscal notes attached) on the amended
Consent Agenda be adopted (with accompanying reports being accepted and appointments being
confirmed).
AYES: Dwyer, Gershenson, Gingell, Gosselin, Hatchett, Hoffman, Jackson, Long, Matis,
McGillivray, Middleton, Quarles, Runestad, Scott, Taub, Weipert, Woodward, Zack, Bosnic,
Crawford. (20)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the amended
Consent Agenda were adopted (with accompanying reports being accepted and appointments being
confirmed).
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and
accurate copy of a resolution adopted by the Oakland County Board of Commissioners on May 9, 2013,
with the original record thereof now remaining in my office.
In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at
Pontiac, Michigan this 9th day of May, 2013.
Lisa Brown, Oakland County