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HomeMy WebLinkAboutRESOLUTION - 65-75 - 8/26/1975 - AGRMT/CENTRAL DISPATCH SYSTEM RESOLUTION NO. 65-75 A RESOLUTION AUTHORIZING THE VILLAGE PRESIDENT AND VILLAGE CLERK TO SIGN A CENTRAL DISPATCH SYSTEMS VENTURE AGREEMENT NOW, THEREFORE, BE IT RESOLVED by the President and Board of Trustees of the Village of Elk Grove Village, Counties of Cook and DuPage, State of Illinois: Section 1 : That the Village President be and is hereby authorized to sign the attached document entitled, CENTRAL DISPATCH SYSTEMS VENTURE AGREEMENT, which agreement shall regulate the Central Dispatch System participated in by the Villages of Mount Prospect, Arlington Heights, Elk Grove Village and Buffalo Grove, Illinois, a copy of which is attached hereto and made a part hereof as if fully set forth, and the Village Clerk is authorized to attest said document upon the signature of the Village President. Section 2: That said agreement shall be binding upon the signatories thereto and upon their successor municipal authorities for the periods of time set forth therein. Section 3: That this resolutiorr shall be in full force and effect from and after its passage and approval according to law. PASSED this — 26th day of August 1975. APPROVED this- 26th day of August 1975. ATTEST: " Village Pr2��Ienr// Village Clerk�/ CENTRAL DISPATCHING SYSTEMS VENTURE AGREEMENT THIS AGREE'MENT, entered into on the effective date hereinafter set forth, by and between the local governnients signatory hereto (and also those which nay hereafter become signatory hereto) : W I T 14 E S S E T H: VHEPXAS, the signatories hereto have determined that I there is a need by local governments within Northwestern Cook County Illinois of a centralized Police dispatching system; and WHEREAS, it has been deternined. by such signatories that central dispatching is of value on an individual and mutual basis; and WHEREAS, the cost of providing and maintaining acentral dispatching system is probably excessive for any one of such signatories; and WHEREAS , a centralized police dispatching system can adequately serve the needs of all of such signatories; and WHEREAS, Article VII, Section 10 of the 1970 Constitution of the State of Illinois authorizes joint exercise by two or more local governments of any power common to them; and WHEREAS, it is the desire of the signatories hereto to jointly provide for and maintain a central dispatching system for their mutual advantage and concern: NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE PREMISES, THE MUTUAL ADVANTAGES TO BE DERIVED THEREFROM AIND IN CONS IDERATiONT OF THE MUTUAL COVENANTS HEREIN CONTAINED, -IT IS AGREFD BY AND BETT,,TEEN THE PARTIES HERETO 7.3 FOLLOTIS: 1. Venture Established . Pursuant to the joint powers authorization of the Illinois constitution, the undersigned do hereby federate together in a co-operative venture for the joint and mutual operation of a centralized, communications system, to be known as "Northwest Central Dispatching" (hereinafter designated as CDS) which shall consist of all of the local governments which may hereafter become signatory hereto) . 2. By-Laws . CDS shall be subject to and shall be go-,,erned by these certain By-Laws, a copy of which is attached hereto as Exhibit "A" and by this reference made a parl_ of this Agreement, toge�ther with 'any amendments which may be made to said By-Laws in the manner and means therein set forth. 3 . CDS Participation. Each participating local government to this Central Dispatching System (and each local government which may hereafter sign after approval as required by the By-Laws, pro- . vided such local governments are eligible toparticipate pursuant to said By�Laws) is a member of CDS and is entitled to the rights and privileges and is subject to the obligations of membership, all as provided in said By-Laws. 4 . Termination. Any party to this Agreement may cease to be a party hereto and nay withdraw from participation in CDS in the manner and means set forth in said By-Laws. 5. Powers of the System. CDS shall have the power in its own name, to make and enter into contracts, to employ agents and emol3yees , to acauire, hold and dispose of property, real and Personal, and to incur debts, liabilities or obligations necessary for ihe accomplisl-Lnent of its purposes, but no such contract, employment, purchase , debt, liability or obligat_-ion shall be binding upon or obligate any member except as authorized by the attached By-Laws. -2- CDS shall not have the power of eminent domain or the power to levy taxes . 6 . Amendment. This Agreement may not be amended, except by written agreement and resolution of all the then parties to it. However, the By-Laws attached hereto as Exhibit "A" may be amended from time to time by the method and means provided herein, provided such amendments do not conflict with the terms set forth in this agreement exclusive of said Exhibit "A" . 7 . Duration. This Agreement and CDS shall continue in effect until rescinded by unanimous consent of the then parties or until terminated in the manner provided in said By-Laws . Upon such termina- tion, the assets remaining shall be disposed of in the manner set forth in said By-Laws. 8. Enforcement. Each member shall have the right to enforce this Agreement against any other member. if suit is necessary therefor, a defaulting member shall pay reasonable attorney 's fees to CDS as adjudicated by the Court. 9 . Authorization. Prior to execution of this Agreement, each member shall deliver to the other a certified copy of a suitable ordinance or resolution authorizing and directing the execution of this Agreement. 10. Effective Date. This Agrement shall become effective when signed by all of the respective representatives of the Village of Arlington Heights , Village of Elk Grove Village, Village of Mount Prospect, and the Village of Buffalo Grove. IN WITNESS WHEREOF, the undersigned local governments have set their signatures on the respective dates set forth below. This document may be signed in duplicate originals . 3 VILLAGE OF ARLINGTON HEIGHTS BY: ATTEST: DATE : VILLAG EL GRqVT) VILL BY: ATTEST: e2�41=3z DATE : / :9 7,57 VILLAGE OF MOUNT PROSPECT BY: ATTEST: DATE: VILLAGE OF BUFFALO GROVE BY: ATTEST: DATE: ENUIIBIT "A" BY-LAWS NORII-MTST CENTRAL DISPATCH SYST51 ARTICLE I PURPOSE The NIORTB�'EST CENTRAL DISPATCH SYSTEM, hereinafter referred to as "CDS", is a co-operative venture voluntarily established by its members pursuant to Article VI Section 10 of the 1970 Constitution of the State of Illinois for the purpose of providing the hardware, software, services and other items necessary and appropriate for the establishment, operation and maintenance of a joint police conmiLmications system for the mutual benefit of the members of the venture, to provide such service on a contract basis to other governmental units, and to provide a forum for dis- cussion, study, development and implementation of recommendations of mutual interest regarding communications, information systems, utility billing and statistical matte within Northwestern Cook County Illinois Region. ARTICLE II POWTRS CDS shall have the following powers in its own name: A. To enter into contracts in its own name, including contracts for the performance of services to other governmental units; B. To employ agents and employees; C. To acquire, lease, hold and dispose of property, both real and personal; D. To incur debts, liabilities or obligations necessary for the accomplishment of its purpose; E. The acquisition or lease of a site; F. The purchase or lease of the necessary equipment and machinery; G. The employment of the necessary personnel for the operation and maintenace of a system adequately designed to handle citizen's calls for police assistance as well as the dispatch of members' police; and H. All powers necessary and incidental to carrying out the purposes set forth" in Article I of these By-Laws. ARTICLE III PART I C I PAT I OIN A. 1,11 irunicipalities having common boundaries with Elk Grove Village, Arlington Heights, Mount Prospect and Buffalo Grove are eligible for membership in CDS, provided the parties to the existing venture agree and all parties sign a new CDS agreement. B. Continued membership in CDS shall be contingent upon the payment by each member municipality of an annual and/or any additional fees that may be determined b) the Board of Directors consistent with the financing procedures set forth in Article VII hereunder. C. Upon becoming a member, any new member municipalities shall become subjec to all existing debts and liabilities of CDS to the same extent as all other members. ARTICLE IV BOARD OF DIRECTORS A. Purpose. There is hereby established a Board of Directors for CDS whicl Board shall consist of the Mayor or President of each member municipality, or its Manager, if designated by the Mayor or President. 1. The Board of Directors shall determine general policy of CDS, and shall have the responsibility for the hiring of auditors, approval of amendments of the By-Laws, approval of the acceptance of new members, and approval of the annual budget of CDS. 2. Any employee hired by the Executive Committee, including the CDS Manager, may be removed by the Board of Directors whenever in its judgment the best interests of the CDS would be served thereby. B. Organization. 1. Each municipality that is a member of CDS shall be entitled to one 2 seat on the Board of Directors and hence shall be entitled to one vote theron. a. Such vote may be cast only by the Mayor or President in physical attendance (or by the designated Manager) . b. No proxy votes or absentee voting shall be permitted, except as provided in these By-Laws. c. In case of a tie vote, the President of the Board of Directors shall cast a second and deciding vote. d. If any such Mayor or President or Manager, as the case may be, ceases to be an officer of the member municipality appointing him, such seat of the Board of Directors shall be vacant until a successor is appointed by such member municipality. 2. The Board of Directors may establish rules governing its own conduct and procedure and have such express or implied authority as is not inconsistent with or contrary to the laws of the State of Illinois, these By-Laws or the Central Dispatch System Venture Agreement. 3. No one serving on the Board of Directors shall receive any salary or compensation from CDS. C. Meetings. 1. Regular meetings of the Board of Directors shall be held in CDS offices twice a year at 2:00 P.M. on the second Thursday in February and October. a. At least thirty (30) days prior to each such meeting, the President of the Board of Directors shall forward an agenda for such meeting to each of the other Directors and to each member of the Executive Committee. b. At each regular meeting of the Board of Directors, the Executive Committee shall report budget status and financial transactions occurring since the previous regular meeting. c. The Executive Committee shall present a full report of its activities at each regular meeting of the Board of Directors. 2. Special meetings of the Board of Directors may be called by its 3 President, or by the Executive Committee upon its own motion, or by any two members of the Board of Directors. a. Two days written notice of special meetings shall be given to each member of the Board of Directors in a form which shall include an agenda specifying the subject of such special meeting. b. Business conducted at said special meeting shall be limited to those items specified in the agenda. 3. Unless otherwise specified in these By-Laws, a quorum for the transaction of all business by such Board of Directors shall consist of a majority of the Directors. 4. To the extent not contrary to these By-Laws, Robert's Rules of Order shall govern all meetings of the Board of Directors. ARTICLE V EXECUTIVE CONNITTEE A. Organization There shall be and there is hereby established an Executive Committee of the CDS, the members of which shall serve without compensation and without salary, and shall organize and shall take responsibility for the day to day operations and functions of CDS hereinafter set forth. B. Purpose. The daily operations of CDS shall be conducted under the direction and supervision of the Executive Committee, subject to the policy limitatio. established by the Board of Directors from time to time. Except as otherwise stated in these By-Laws, no contract or other obligation of CDS shall be binding unless approved or ratified by the Executive Committee pursuant to the budget for CDS approved by the Board of Directors of CDS. 1. The Executive Committee shall be responsible for carrying out the policy decisions made by the Board of Directors. 2. Subject to the policies established by the Board of Directors and within the limits fixed by the budget approved by the Board of Directors, the Executive Committee shall oversee the conduct of the daily operating affairs of CDS; provided that no obligation exceeding 4 the amount of the approved budget shall be incurred by such Executive Committee, without the prior consent of the Board of Directors of CDS. 3. The Executive Committee shall make all day-to-day administrative decisions concerning personnel (including the hiring and firing of all personnel) , development efforts, operations, cost-sharing, expenditure approval, and utilization of personnel and equipment. C. Procedure. Each municipality that is a member of CDS shall have one seat on the Executive Committee, which seat shall be entitled to one vote. 1. Such one vote may be cast only by the Chief of Police of such member municipality (or by his designated first alternate, if such Chief of Police is absent) as the official representative to the Committee. The Treasurer shall have no vote. 2. No proxy votes or absentee voting shall be permitted, except as provided in these By-Laws. 3. In the case of a tie, the Chairman of the Executive Committee shall cast a second and deciding vote. 4. A quorum for the transaction of all business by the Executive Committee shall consist of a majority of the official representatives present at any regular or special meeting of the Executive Committee. D. Rules. The Committee may establish rules for its own procedures and shall have such express or implied authority as is not inconsistent with or contrary to the Statutes of the State of Illinois, these By-Laws, or the Central Dispatch Systems Venture Agreement. E. Meetings. 1. Regular meetings of the Executive Committee shall be held on the first Thursday of each month. 2. Special meetings of the Executive Committee may be called by its Chairman, or any two official representatives to the Executive Committee acting in concert -- provided that notice of such special meeting shall be in writing and signed by such two official representatives; shall contain the time, date, and location of such special meeting; and shall be fOlWaTded along with an agenda to each official representative to the Executive Committee. 5 F. Officers of CDS. Officers of the Executive Committee shall be the officers of CDS and shall consist of a Chairman, a Vice-Chairman, a Treasurer, and a Secretary. With the exception of the Treasurer, all officers shall be elected by the Executive Committee and shall be selected from among the official representa- tives serving on the Executive Committee. 1. Chairman. The Chairman shall conduct meetings of the Executive Committee and shall serve as the liaison between the Board of Directors and the Executive Committee. a. He may sign, with the Secretary and/or Treasurer any instruments which the Executive Committee, acting as a Committee, has authorized to be executed. b. He shall also perform all duties incident to the office of Chairman and such other duties as may be prescribed by the Executive Committee from time to time provided, again that such actions are consistent with these By-Laws. 2. Vice-Chairman. In the absence of the Chairman or in the event of his inability or refusal to act, the Vice-Chairman shall perform the duties of the Chairman, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairr-an. 3. Treasurer a. Initially, the Treasurer shall be that Finance Officer of that municipality whose official representative to the Executive Committee is Chairman of the Executive Committee 1) Thereafter, the office of Treasurer shall be held by the respective Finance Officer of the member municipalities holding the office of Treasurer of CDS in the following order: Village of Arlington Heights, Village of Buffalo Grove, Village of Elk Grove Village, and Village of Mount Prospect. 2) However, in the event any of the aforesaid municipalities shall contract with CDS to provide payroll services for CDS, then the Finance Officer of such contracting municipality shall not hold the office of Treasurer of CDS during the term of such contract. 6 b, The Treasurer shall give a bond in the amount of $50,000 for the faithful discharge of his duties, with such surety or sureties as the Board of Directors shall determine. c. He shall: 1) Hold office for a term of two (2) consecutive years. 2) have charge and custody of and be responsible for all funds and securities of CDS; receive and give receipts for monies due and payable to the Venture from any source whatsoever, and deposit all such monies in the name of the Venture in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of these By-Laws; 3) in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Executive Committee or by the Board of Directors of CDS. 4. Secretary. The Secretary shall have the following duties: a. To keep the minutes of the Board of Directors' meetings in the official book provided for that purpose; b. To keep the minutes of the Executive Committee meetings in the official book provided for that purpose; c. To see that all notices are duly made, given, and/or published in accordance with the provisions of these By-Laws or as required by law; d. To act as custodian of the records of CDS; e. To perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Executive Committee or by the Board of Directors. ARrICLE VI THE MMAGER A. The Manager. 1. The Manager of CDS shall be the administrative head of CDS and shall 7 be directly responsible to the Executive Committee for the adminis- tration of CDS. a. The Manager shall be appointed by the'Executive Committee for an indefinite term. b. He shall be chosen on the basis of the administrative and executive qualifications with special reference to his actual experience in or his knowledge of accepted practice with respect to the duties of his office hereinafter set forth. 2. No employee, officer or agent of any member municipality shall receive such appointment during the term for which he will have been elected or appointed nor within one year after the expiration of his term, elected or appointed. 3. Any vacancy in the office of Manager shall be filled within ninety (90) days after the effective date of such vacancy, and, in the case of absence or disability of the Manager, the Executive Committee may designate any other qualified employee of CDS to perform the duties of Manager during such absence or disability. 4. Thellanager may be removed by the Executive Committee and/or the Board of Directors by a majority vote of either the entire Executive Committee or of the entire Board of Directors. a. The powers and duties of the Manager shall be: 1) To attend all meetings of the Executive Committee and the Board of Directors, unless excused therefrom. a) The Manager shall have the right to take part in the discussion of all matters coming before the Executive Committee and the Board of Directors, but shall have no vote therein. b) The Manager shall be entitled to and given notice of all meetings, regular and special, of the Executive Commi=ttee and the Board of Directors. 2) To appoint and remove employees of CDS. 3) To recommend to the Executive Committee for adoption such measures as he may deem necessary or expedient for the efficient operation of CDS. 8 4) To enforce, to administer, and to make operative the policy of CDS as established by the Board of Directors and Executive Committee. 5) To prepare a monthly report of CDS under his jurisdiction and to submit same monthly to the Executive Committee. 6) To prepare a proposed annual buiget as well as a report of estimated revenues in order in determine the estimated funds necessary to defray the expenses of CDS for the fiscal year -- and to present same to the Executive Conmittee in the manner set forth under Article VII herein. 7) To perform such other duties as may be delegated to him from time to time by the Executive Committee. b. The Manager shall receive such compensation as the Executive Committee shall determine, from time to time, provided such funds are available and have been approved in the current CDS budget. C. The manager shall not pur�hase any equipment until after such purchases have been approved by the Executive Committee, provided funds for such purchases are available in the current CDS budget. ARTICLE VII BUDGET A. The fiscal year of CDS shall commence May 1, and end on April 30. B. An annual budget shall be adopted by the Board of Directors at its regular February meeting each year. 1. The Mana.aer of CDS shall prepare a proposed annual budget for the Executive Committee a. Not later than its regular January meeting, the Executive Committee shall review the proposed. annual budget and make recommendations thereon to the Board of Directors. b. Following approval thereof by the Executive Committee, the proposed budget shall be submitted to the Board of Directors. 2. However, prior to January 10, copies of the proposed budget shall be delivered to the chief administrative officer of each participating municipality. C. After adoption of the annual budget by the Board of Directors, the Executive Committee shall make all expenditures in accordance with such budget and shall not contravene same in any way without the prior approval of the Board of Directors. 1. The Treasurer of CDS shall have the power to transfer funds (not to exceed $5,000.00 for any single purpose) within the total budget amount in order to meet unanticipated needs or to meet changed situations. 2. Such action of the Treasurer shall be reported to the Board of Directors at their next regular meeting. D. Immediately upon approval of the annual budget, the Board of Directors shall have the authority to fix cost-sharing charges for all participants in CDS in an amount sufficient to provide the ftmds required by the current annual budget. 1. Billing shall commence May 1, of each year. a. Any participating municipality whose charges have not been paid within sixty (60) days after billing shall not be entitled to further voting privileges, nor to hold any office, nor to use CDS equipment and/or facilities and services until such time as such charges have been paid. b. The amount of each participant's charges shall be determined in accordance with paragraph 2 following, and shall be limited as set forth in paragraph 3 following. 2. All activities of CDS will be cost-shared by pro-rating same based upon the member municipalities' last official census. 10 E. Each member shall take all required actions to authorize the funds necessary to meet its obligations under these By-Law. Certified copies of the appropriation or budget, and levy ordinance or resolution adopting the budget of each participating municipality showing such item shall be delivered to the Board of Directors within thirty (30) days of the passage of each of said ordinance or resolution. F. In making purchases and/or letting contracts for services, equipment, supplies and/or materials: 1. If funds for such services, equipment, supplies and/or materials are provided by item in the current CDS budget, the Executive Committee may award such contracts and/or make such purchases -- provided that if such contract amount or if such purchase exceeds $1,500.00, the Executive Committee shall be required to receive sealed bids not less than seven (7) days after placing an advertisement in a newspaper having general circulation within the corporate limits of the member municipalities, and further provided that such contract and/or purchase shall be let to and/or made from the lesser responsible bidder. 2. Should such contract or purchase be of an amount in excess of that provided in that current CDS budget, or should such low bidder fail to be the lowest responsible bidder, the Executive Comittee shall advise the Board of Directors thereof and shall also make recommenda- tions as to whether or not the contract or purchase is desirable -- or which of several offers is most desirable for CDS. ARTICLE VIII AUDIT A. The Board of Directors shall call for an annual audit of the financial affairs of CDS, to be made by a Certified Public Accountant at the end of each fis- cal year in accordance with generally accepted auditing principles. B. An original copy of the annual audit report shall be delivered to each member municipality. ARTICLE IX WITHDRAWL, TERMINATION, AND DISSOLUTION A. At any time after January 1, 1978, any member municipality may withdraw 11 from CDS. 1. Such withdrawing member shall give written notice of such withdrawal in the form of a certified copy of a resolution passed by its cor- porate authorities, a copy of which must be sent to the Manager of CDS, as well as the Chairman of the Executive Comnittee, and President of the Board of Directors. 2. However, the nonpayment of cost-sharing charges as set forth herein, and/or the refusal or declination of any member municipality to be bound by any obligation of the Board of Directors and/or the Execu- tive Committee shall also constitute notice of withdrawal. B. Upon any such notice of withdrawal: 1. Withdrawl shall not take effect for a period of one (1) year from date of such written notification; . 2. Upon withdrawal, the withdrawing member shall continue to be responsible: a. For one hundred (100%) percent of its prorata share of any unpaid "Class One" obligations to date of withdrawal; b. For its prorata share of "Class Wo" charges to date of withdrawal; c. For any contractual obligations it has separately signed with CDS; C. If such withdrawal results in termination of this Agreement, then the withdrawing member municipality shall participate in the termination of this con- tract as set forth in Article IX D of this contract. D. On withdrawal of municipalities so as to reduce the number of continuing participants to less than three (3) member municipalities, or upon the action of a majority of participating municipalities to dissolve, then this Agreement and CDS shall be terminated and dissolved. 1. Upon such termination and dissolution, (and after payment of all Adebts) all individual files and documentation shall be distributed to their owners without charge or offset. 2. The remaining assets or liabilities of CDS shall be distributed among the municipalities who had participated in CDS within the one (1) year prior to such mandatory dissolution, in proportion to their respective "Class Two" payments for the preceding three (3) years. 12 ARTICLE X LIABILIV AND PROPERTY A. Except as otherwise provided by individual contracts, all participating municipalities in CDS shall be jointly and severally liable for the debts and liabi- lities of CDS. B. Each member municipality shall defend, protect, indemnify, keep and save harmless one another and CDS, its officers, agents, and employees, against all in- juries, deaths, losses, damages, claims, liens, suits, liabilities, judgments, costs, expenses, and attorneys' fees, which may directly or indirectly arise from the opera- tion or maintenance of CDS or from the construction of CDS facilities even if such injuries, deaths, losses, damages, claims, liens, suits, liabilities, judgments, costs, expenses, and attorneys' fees are against another member municipality arising as a consequence of the execution of the CDS Agreement and which in any wise may re- sult therefrom or from any work done by said member municipality and/or MS or from the failure of any such member municipality and/or CDS to comply with any of the terms of the CDS Agreement and/or these By-Laws. C. All property acquired by the CDS shall be owned in camnon by the members to the Central Dispatching Systems Agreement, in equal shares, unless othewise determined in writing by all the parties. ARTICLE XI CONFRACTS, LOANS, CHECKS, AND DEPOSITS A. The Board of Directors may authorize any officer of CDS to enter into any contract or execute and deliver any instrument in the name of and on behalf of CDS, and such authority may be general or confined to specific instances -- so long as such activity does not conflict with these By-Laws and the CDS Agreement. B. No loans shall be contracted on behalf of the venture and no evidences of indebtedness shall be issued in its name. C. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the venture, shall be signed by such officer or officers, agent or agents of the venture and in such manner as shall from time to time be determined by resolution of the Board of Directors. 13 D. All funds of the venture not otherwise employed shall be deposited from time to time to the credit of the venture in such banks, trust companies or other depositaries as the Board of Directors may select. E. The Board of Directors may contract with any firm, public or private, to undertake the pay-roll for CDS employees. ARTICLE XII AMENDMENr A. Amendment to these By-Laws may be proposed by any member of the Board of Directors or by the Executive Committee. 1. The amendment shall be submitted to the Board of Directors at leas-. thirty (30) days prior to the meeting of the Board of Directors at which such amendment is to be considered. 2. The proposed amendment and the reason therefor shall be considered by the Board of Directors, along with the recommendations of the Executive Committee and any officer of CDS. B. A three-fourths (3/4) vote of the Board of Directors shall be required to adopt any amendment to these By-Laws. ARTICLE XIII EFFECTIVE DATE These By-Laws shall go into effect immediately upon the execution of the Northwest Central Dispatch System Agreement by all of the original participants in the venture. Any amendment to these By-Laws shall take effect immediately upon approval thereof. ARTICLE XIV DEFINITION'S Whenever the following words or phrases have been utilized in these By-Laws they shall have the meaning attributable to them hereinbelow: A. Board of Directors. "Board of Directors" means the Board of Directors of the Northwest Central Dispatch System and that duly constituted body established under Article IV hereinabove for the purposes therein specified. B. BY-Laws. "By-Laws" means those current rules, as amended, of the Northwest Central Dispatch System as appended to the Northwest Central Dispatch System Venture Agreement. 14 C. CDS. I'CDSII means the Central Dispatch System, which is that joint venturE established by the member municipalities who are parties to the Northwest Central Dispatch System Venture Agreement. D. CDS Agreement and CDS Venture Agreement. IICDS Agreement" and "CDS VenturE Agreement" means that joint venture agreement to provide police central dispatching, which agreement has been entered into by member municipalities and is entitled 'The Northwest Central Dispatch System Venture Agreement" of which these By-Laws are a part. E. Corporate Authorities. "Corporate Authorities" means the President and Board of Trustees of Villages and the Mayor and City Council of Cities, which Villages and Cities are member municipalities of CDS and parties to the venture agreement. F. Current CDS Budget. "Current CDS Budget" means and be that fully approved budget of CDS as amended and approved b y the Board of Directors pursuant to Article VII hereinabove. G. Executive Committee. "Executive Committee" means the Executive Committee of CDS which is that duly constituted body established under Article V hereinabove for the purposes therein specified. H. Member Mmicipality(ies) . 'Wember Muncicipality(ies)" means those cities and villages who are parties to the CDS Venture Agreement. I. Officers of CDS. "Officer of CDS" means the officers of the Executive Committee of the Northwest Central Dispatch System as set forth under Article V hereinabove. J. officers of the Executive Committee. "Officers of the Executive Committee" means the officers of the Executive Committee of the Northwest Central Dispatch System as set forth under Article V hereinabove. K. Official Representative. "Official Representative" means the Chief of Police (or his designated first alternate), of a member municipality sitting upon the Executive Committee of CDS. L. Participating Municipality. "Participating �Iunicipality" means and be any city or village which has entered into a contract with CDS (via its Board of Directoi which contract calls for CDS to provide police central dispatching services for a fei M. Venture. 'Venture" means the Northwest Central Dispatch System for police dispatching. N. Venture Agreement. "Venture Agreement" means the CDS agreement. 16