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HomeMy WebLinkAboutRESOLUTION - 15-09 - 3/24/2009 - NORTHWEST CENTRAL DISPATCH AMENDED AGREEMENTRESOLUTION NO. 15-09 A RESOLUTION AUTHORIZING ENTRY INTO AN AMENDED AGREEMENT FOR NORTHWEST CENTRAL DISPATCH SYSTEM WHEREAS, the Mayor and Board of Trustees of the Village of Elk Grove Village previously authorized entry by said Village into an Agreement to provide for and maintain a Central Emergency Dispatch operation known as Northwest Central Dispatch System, hereinafter referred to as ",NWCDS", and WHEREAS, NWCDS has proven successful in providing emergency communications services to the Village of Elk Grove Village police and fire departments; and WHEREAS, the City of Rolling Meadows has made application for membership in NWCDS: and WHEREAS, the NWCDS Board of Directors has unanimously recommended approval of the membership request of Rolling Meadows; and WHEREAS, it is believed that the inclusion of an additional community in the System will prove beneficial to both the System and the Village; and WHEREAS, the addition of new members to NWCDS requires approval of an amended Venture Agreement; NOW THEREFORE, BE IT RESOLVED by the Mayor and Board of Trustees of the Village of Elk Grove Village, pursuant to Article VII, Section 10 of the 1970 Constitution of the State of Illinois and the Intergovernmental Cooperation Act, 5 ILCS 220/1 through 5 ILCS 220/9, that the Mayor of the Village of Elk Grove Village is authorized to enter into an amended Agreement for Northwest Central Dispatch System which provides for the addition of the City of Rolling Meadows to NWCDS. VOTE: AYES: 6 NAYS: 0 ABSENT: 0 PASSED this 24`h day of March 2009. APPROVED this 24`h day of March 2009. APPROVED: Mayor Craig B. Johnson Village of Elk Grove Village ATTEST: Ann I. Walsh, Village Clerk \W(I)S:unendat!rcrRol n -Mado%%. NORTHWEST CENTRAL DISPATCH SYSTEM VENTURE AGREEMENT THIS AGREEMENT, entered into on the effective date hereinafter set forth, by and between the local governments signatory hereto (and also those which may hereafter become signatory hereto): WITNESSETH: WHEREAS, a Central Dispatching System has existed in Northwestern Cook County and in parts of DuPage, Kane and Lake Counties since 1972; and WHEREAS, such System has been demonstrated to be of great value to its constituent municipalities, the signatories hereto; and WHEREAS, the addition of another municipality to the System will provide for more efficient and economical dispatching of life and property saving services; and WHEREAS, the cost of providing and maintaining a central dispatching system is probably excessive for any one of such signatories; and WHEREAS, a centralized police, fire and other emergency dispatching system can adequately serve the needs of all of such signatories; and WHEREAS, Article VII, Section 10 of the 1970 Constitution of the State of Illinois and the Intergovernmental Cooperation Act, 5 ILCS 220/1 through 220/9, authorize joint exercise be two or more local governments of any power common to them; and WHEREAS, it is the desire of the signatories hereto to jointly provide for and maintain a central dispatching system for their mutual advantage and concern. NOW, THEREFORE, for and in consideration of the premises, the mutual advantages to be derived therefrom and in consideration of the mutual covenants herein contained, it is agreed by and between the parties hereto as follows: 1. Venture Established. Pursuant to the joint powers authorization of the Illinois Constitution and the Intergovernmental Cooperation Act, 5 ILCS 220/1 through 5 ILCS 220/9, the undersigned do hereby federate together in a cooperative venture for the joint and mutual operation of a centralized communications system, to be know as "Northwest Central Dispatch System" (hereinafter designated as NWCDS) which shall consist of all of the local governments which may hereafter become signatory hereto. 2. By -Laws. NWCDS shall be subject to and shall be governed by certain By -Laws, a copy of which is attached hereto as Exhibit "A" and by this reference 2 made a part of this Agreement, together with any amendments, which may be made to said By -Laws in the manner and means therein set forth. 3. NWCDS Participation. Each participating local government of the Central Dispatching System (and each local government which may hereafter sign after approval as required by the By -Laws, provided such local governments are eligible to participate pursuant to said By -Laws) is a member of NWCDS and is entitled to the rights and privileges and subject to the obligations of membership, all as provided in said By -Laws. 4. Termination. Any party to this agreement may cease to be a party hereto and may withdraw from participation in NWCDS in the manner and means set forth in said By -Laws. 5. Powers of the System. NWCDS shall have the power in its own name to make and enter into contracts, to employ agents and employees, to acquire, hold and dispose of property, real and personal, and to incur debts, liabilities or obligations necessary for the accomplishment of its purposes, but no such contract, employment, purchase, debt, liability or obligation shall be binding upon or obligate any member except as authorized by the attached By -Laws. NWCDS shall not have the power to eminent domain or the power to levy taxes. 3 6. Amendments. This Agreement may not be amended, except by written agreement and resolution of all the then parties to it. However, the By -Laws attached hereto as Exhibit "A" may be amended from time to time by the method and means provided herein, provided such amendments do not conflict with the terms set forth in this Agreement exclusive of said Exhibit "A". 7. Duration. This Agreement and NWCDS shall continue in effect until rescinded by unanimous consent of the then parties or until terminated in the manner provided in said By -Laws. Upon such termination, the assets remaining shall be disposed of in the manner set forth in the said By -Laws. 8. Enforcement. Each member shall have the right to enforce this Agreement against any other member. If suit is necessary therefore, a defaulting member shall pay reasonable attorney's fees to NWCDS as adjudicated by the Court. 9. Authorization. Prior to execution of this Agreement, each member shall deliver to the other a certified copy of a suitable ordinance or resolution authorizing and directing the execution of this Agreement. 10. Effective Date. This Agreement shall become effective when signed by all of the respective representatives of the Village of Arlington Heights, Village of Buffalo Grove, Village of Elk Grove Village, Village of Hoffman Estates, Village of 0 Inverness, Village of Mount Prospect, Village of Palatine, City of Prospect Heights, City of Rolling Meadows, Village of Schaumburg and Village of Streamwood. 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. ATTEST: Date: 5 VILLAGE OF ARLINGTON HEIGHTS By:/ A/ /.-r 11 // t VILLAGE OF BUFFALO GROVE ATTEST: Date: VILLAGE OE GROVE VILLAGE B' ATTEST: Date: O 9 ATTEST: Date: C 1(-e n , W VILLAGE OF HOFFMAN ESTATES VILLAGE OF INVERNESS ATTEST: Date: ) o q ATTEST: 10 VILLAGE OF MOUNT PROSPECT NORTHWEST CENTRAL DISPATCH SYSTEM VENTURE AGREEMENT VILLAGE OF PALATINE ATTEST: Date: P2� C4 16, "101 ATTEST: L Date: :5/140 109 12 CITY OF PROSPECT HEIGHTS CIT ATTEST: ,A,- --m aL�, Date: 3//0/09 ATTEST: Date: • �G C� 14 VILLAGE OF SCHAUMBURG By: VILLAGE OF STREAMWOOD By- ATTF-qT- 15 Exhibit "A" BY-LAWS for the NORTHWEST CENTRAL DISPATCH SYSTEM Approved and Adopted By the Board of Directors October 19, 1989 Amended - January 16, 1992 Amended — May 18, 2000 Amended — May 15, 2008 BY-LAWS for the NORTHWEST CENTRAL DISPATCH SYSTEM ARTICLE I PURPOSE The NORTHWEST CENTRAL DISPATCH SYSTEM, hereinafter referred to as NWCDS, is a cooperative venture voluntarily established by its members pursuant to Article VII, Section 10 of the 1970 Constitution of the State of Illinois and pursuant to the Intergovernmental Cooperation Act, 5, ILCS 220/1 et seq. of the Illinois Compiled Statutes 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, fire and other emergency communications system for the mutual benefit of the members of the venture; to provide such on a contract basis to other governmental units; and to provide a forum for discussion; study, development and implementation of recommendations of mutual interest regarding communications, information systems, and statistical matters within portions of�Cook, DuPage, Kane and Lake Counties, Illinois. ARTICLE II POWERS NWCDS shall have the following powers in its own name: A. To enter into contracts in its own name, including contracts for the performance of services to other governmental units; B. To employ agents and employees; C. To acquire,.lease, hold and dispose of property, both real and personal; D. To incur debts, liabilities or obligations necessary for the accomplishment of its .purpose; E. To purchase or lease necessary equipment and machinery; F. To employ necessary personnel for the operation and maintenance of a system adequately designed to handle citizens' calls for police, fire and Northwest Central Dispatch System By -Laws 1 emergency medical services as well as the dispatch of members' field units, and; G. To exercise all powers necessary and incidental to carrying out the purposes set forth in Article I of these By -Laws. ARTICLE III MEMBERSHIP A. Any,municipality within the practical operating sphere of the NWCDS headquarters is eligible for membership in NWCDS, provided the parties to the existing venture agree and all parties sign an amended NWCDS venture agreement. B. Continued membership in NWCDS shall be contingent upon the payment by each member municipality of an annual assessment and any additional fees that may be determined by the Board of Directors consistent with the financing procedures set forth in Article VIII hereunder. C. Upon becoming a member, any new member municipality shall become subject to all existing debts and liabilities of NWCDS on a proportionate basis to the same extent as all other members. In addition, any new member shall be liable for all costs of adding or modifying hardware and/or software necessary to effectively accommodate the operational needs of the new member, and of insuring that there is no degradation of existing capability due to the new member's needs. Each new member shall be expected to pay a proportionate share of the normal, continuing operating expenses of the System as well as its proportionate share of any special assessment, which may be approved by the members. The new member shall also be subject to a one-time initiation fee to be determined by the Board of Directors. ARTICLE IV BOARD OF DIRECTORS A. Purpose There is hereby established a Board of Directors which shall consist of the Mayor or President of each member municipality, or its Manager, if Northwest Central Dispatch System By -Laws 2 designated by the Mayor or President, and one Alternate Director also designated by the Mayor or President, each whom shall serve without salary, but that each may be reimbursed for necessary expenses incurred in connection with NWCDS business. 1. The Board of Directors shall determine general policy of NWCDS, and shall have the responsibility for the hiring of an Executive Director and auditors; approval of amendments of the By -Laws; approval of the acceptance of new members; approval of contracting and purchasing procedures; and approval of the annual budget of NWCDS. 2. The Executive Director may be removed by the Board of Directors whenever in its judgment the best interests of the NWCDS would be served thereby. B. Organization 1. Each municipality that is a member of NWCDS shall beentitled to one seat on the Board of Directors and hence shall be entitled to one vote thereon. a. Proxy or absentee voting is not allowed. However, each member may designate a person to serve in his or her absence at regular and special meetings with voting power. A member of the Board may designate a police or fire chief or a member of the command staff for either department. A member of the Executive Committee shall appoint a substitute who shall be a member of the command staff from the same department. b. In case of a tie vote, the Chairman of the Board of Directors shall cast a second and deciding vote; C. If any such Mayor or President or Manager or Alternate, as the case may be, ceases to be an official 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. C. Meetings 1. Regular meetings of the Board of Directors shall be held in the NWCDS offices six times a year at 9:00 A.M. on the third Thursday in January, March, May, July, September and November. Northwest Central Dispatch System By -Laws 3 a. . At least five (5) days prior to each such meeting; the Chairman of the Board of Directors or his designee shall forward an agenda for such meeting to each of the other Directors and to each member of the Executive Committee. 2. A special meeting of the Board of Directors may be called by its Chairman or by any two members of the Board of Directors as follows: - 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 subjects 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 or Alternates then holding office. 4. Except to the extent_ that these By -Laws or any rules adopted by the Board of Directors impose a stricter requirement, all meetings of the Board of Directors, Executive Committee and Liaison Committees shall comply with the requirements of the Illinois Open Meetings Act 5 ILCS 120/1 et seq. 5. To the extent not contrary to these By -Laws, Robert's Rules of Order shall govern the conduct of all meetings of the Board of Directors, Executive Committee and Liaison Committees. D. . Officers of the Board of Directors Officers of the Board of Directors shall consist of a Chairman, a Vice Chairman, a Secretary and a Treasurer. The Chairman and Vice Chairman shall be elected each year from among the membership of the Board at the March meeting. The Treasurer, who shall be the Finance Director of one of the member municipalities, shall -be appointed by the -Board of Directors. The NWCDS Executive Director may serve as Secretary if another person is not so appointed by the Board of Directors. The Chairman and Vice Chairman shall hold office for a term of one year and the Treasurer shall hold office for a term of four years. The Chairman and the Vice Chairman may be re-elected for successive terms. Newly elected officers shall assume their office in May. Northwest Central Dispatch System By -Laws 4 1. - Chairman The Chairman shall: a. Conduct meetings of the Board of Directors; b. Sign, with the Executive Director and/or Treasurer any instrument which the Board of Directors has authorized to be executed, or otherwise authorized by previously approve NWCDS procedural rules of operation; C., Perform all duties incident to the office,of Chairman and such other duties as may be prescribed by the Board of Directors from time to time provided that such actions are consistent with these By -Laws. 2. Vice Chairman In the event of the absence of the Chairman, or in the event of his inability or refusal to act, the Vice Chairman shall perform the duties of Chairman until such time as the Chairman again undertakes to perform the duties of his office. 3. Secretary The Secretary shall: a. Keep the minutes of the Board of Directors and of the Executive Committee; b. 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; C. Act as custodian of the records of NWCDS; d. 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: 4. Treasurer The Treasurer shall: Northwest Central Dispatch System By -Laws 5 a. Provide on-going counseling to the Executive Director, Executive Committee and Board of Directors in matters of fiscal policy and fiscal administration of NWCDS; b. Make recommendations on investment practices to the Executive Director; C. Act as an alternate signatory on all of the NWCDS bank accounts and investment instruments; d. Give bond in the amount of $1,000,000 for the faithful discharge of his duties, with such surety or sureties as the Board of Directors shall determine. NWCDS shall pay the bond premium. e. The Treasurer shall have no vote and receive no compensation for his services. ARTICLE V EXECUTIVE COMMITTEE A. Organization There shall be and there is hereby established an Executive Committee of NWCDS, the members of which shall serve without salary and shall take responsibility for the day-to-day operations and functions of NWCDS hereinafter set forth. B. . Pur se The daily operations of NWCDS shall be conducted under the direction and supervision of the Executive Committee, subject to the policy limitations established by the Board of Directors from time to time. 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 NWCDS; provided that no obligation exceeding the amount of the approved budget shall be incurred by such Executive Committee, without the prior consent of the Board of Directors. Northwest Central Dispatch System By -Laws 6 3. The Executive Committee shall have the right to review all day-to- day administrative decisions concerning personnel, development efforts, operations, cost sharing, expenditure approval, utilization of personnel and equipment, and decisions made by the Executive Director. C. Procedure Each municipality that is a member of NWCDS shall have up to two seats on the Executive Committee. One seat shall be occupied by the Chief of Police of the member municipality, or his designee. The other seat shall be occupied by the Chief of the Fire Department of the member municipality, or his designee. A designee may not occupy more than one seat. Each seat is entitled to one vote. Each member shall serve without salary, but each may be reimbursed for necessary expenses incurred in connection with NWCDS business. Only the Chief of Police and Chief of the Fire Department of each member municipality (or their appointed designee) shall vote as the official representative of the member municipality to the Committee. 2. -No proxy votes or absentee voting shall be permitted, except as provided in -these By -Laws. 3.. In the case of a tie, the Chairman of the Executive Committee shall cast a second and deciding vote. 4. A quorum for the transaction of all business by the Executive Committee shall consist of a majority of the official representatives of the member municipalities. D. Rules The Committee may establish rules for its own procedures and shall have such express or implied authority as is not inconsistent with or contrary to the Statutes of the State of Illinois, these By -Laws, or the Northwest Central Dispatch System Venture Agreement. E. Meetings 1. Regular meetings of the Executive Committee shall be held in the NWCDS offices six times a year at 9:00 A.M. on the first Wednesday in January, March, May, July, September and November. Northwest Central Dispatch System By -Laws 7 2. The Chairman shall cause to be forwarded to each Committee Member a meeting notice and agenda at least five (5) days in advance of the meeting. 3. Special meetings of the Executive Committee may be called by its Chairman, or any four official representatives to the Executive Committee acting in concert --provided that notice of such special meeting shall be in writing and signed by such four official representatives; shall contain the time, date, and location of such special meeting; and shall be forwarded along with an agenda to each official representative to the Executive Committee. Said notice must be circulated at least two (2) days in advance of the meeting. 4. Business conducted at special meetings shall be limited to items specified on the agenda. F. Officers of the Executive Committee Officers of the Executive Committee shall consist of a Chairman and a Vice Chairman. They shall be appointed by the Chairman and the Vice Chairman of the Board of Directors respectively in March. Their term begins in May. Normally,a regular rotation between the Police Chief and the Fire Chief of each municipality shall be observed in the appointment of the Executive Committee Chairman and Vice Chairman. The Chairman and the Vice Chairman shall each serve a term of one year. The Chairman and the Vice Chairman may be re -appointed for successive terms. 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. The Chairman may sign, with the Executive Director and/or Treasurer, any instruments that the Executive Committee, .-acting as a Committee, has authorized to be executed or otherwise authorized by previously approved NWCDS procedural rules of operation; b. The Chairman 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 that such actions are consistent with these By -Laws. Northwest Central Dispatch System By -Laws 8 2. Vice Chairman In the absence of the Chairman or in the event of the Chairman's inability or refusal to act, the Vice Chairman shall perform the duties of Chairman. The Vice Chairman shall perform such other duties as may be requested by the Chairman. 3. Chairman Pro -Tem In the absence of the Chairman and the Vice Chairman or in the event of their inability or refusal to act, the remaining members of the Executive Committee shall elect from among themselves a Chairman Pro -tem who shall perform the duties of Chairman. ARTICLE VI THE EXECUTIVE DIRECTOR A. The Executive Director 1. The Executive Director shall be the administrative head of NWCDS and shall be directly responsible to the Executive Committee for the administration of NWCDS. a. The Executive Director shall be appointed by and shall serve at the pleasure of the Board of Directors. b. The Executive Director shall be chosen on the basis of administrative and executive qualifications with special reference to actual experience in or knowledge of accepted practice with respect to the duties of the office hereinafter set forth. 2. No person shall be appointed Executive Director while that person is employed by or serves as an official of a member municipality. 3. Any vacancy in the office of Executive Director shall be filled as soon as possible after the effective date of such vacancy, and, in the case of absence or disability of the Executive Director, the Board of Directors may designate any other qualified employee of NWCDS or any other qualified employee of any member municipality to perform the duties of Executive Director during such absence or disability. Northwest Central Dispatch System By -Laws 9 4. The Executive Director may be removed by the Board of Directors by a majority vote of the entire Board. 5. The powers and duties of the Executive Director shall be: a. To attend all meetings of the Executive Committee and the Board of Directors, unless excused there from: (1) The Executive Director 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 thereon; (2) The Executive Director shall be entitled to and be given notice of all meetings, regular and special, of the Executive Committee and the Board of Directors. b. To appoint, evaluate, promote, demote or remove employees of NWCDS pursuant to the approved NWCDS budget and in accord with the policies and procedures of the agency; C. To recommend to the Executive Committee for adoption of such measures as may be deemed necessary or expedient for the efficient operation of NWCDS; d: To enforce, to administer, and to make operative the policies of NWCDS as established by the Board of Directors and Executive Committee; e. To prepare a report six times per year of NWCDS activities and to present the report to the Board of Directors and the Executive Committee; f. To prepare a proposed annual budget as well as a report of estimated revenues in order to determine the estimated funds necessary to defray the expenses of NWCDS for the fiscal year and to present same to the Executive Committee in the manner set forth under Article VIII herein; g. .76 serve as Chairman of the Liaison Committees and coordinate the activities of the respective Committees as required; h. To perform such other duties as may be delegated from time to time by the Board of Directors or.by the Executive Northwest Central Dispatch System By -Laws 10 Committee. 6. The Executive Director shall give bond in the amount of $1,000,000 for the faithful discharge of his duties., with such surety or sureties as the Board of Directors shall determine. NWCDS shall pay the bond premium. 7. The Executive Committee shall conduct an annual evaluation of the Executive Director's performance and report its finding to the Board of Directors. This report shall be presented to the Board on or before final consideration of the proposed annual budget. 8. Compensation for the Executive'D i rector shall be set by the Board of Directors. ARTICLE VII LIAISON COMMITTEES A. Organization and Purpose There shall be and there are hereby established separate police and fire Liaison Committees of NWCDS, the members of which shall serve without compensation and without salary and shall be available to the NWCDS Executive Director and Executive Committee to assist in the coordination of: 1.: Unified radio procedures.- 2. rocedures: 2. NWCDS procedural changes that affect one or more member agencies; 3. Agencies' records sections; 4. The orderly transmittal of inquiries regarding the handling of specific matters by NWCDS. The operation of these Liaison Committees will be conducted under the direction of the Executive Committee, subject to the policy limitations established by the Board of Directors from time to time. Except as otherwise stated in the By -Laws, no action of the Liaison Committees shall be binding unless approved or ratified by the Executive Committee in accordance with.these By -Laws. Northwest Central Dispatch System By -Laws 11 B. Procedure 1. Each police and fire agency, which is a member of NWCDS along. with the Executive Director of NWCDS acting as Chairman, shall have one seat on its respective Liaison Committee. It is expected that most decisions will be by consensus but should voting become necessary, the following procedure shall apply: a.. One vote only shall be cast by each representative of each member agency (or by his designated alternate, if such representative is absent) as the official representative to the Liaison Committee. The Chairman shall not vote except in cases of tie votes. b. No proxy votes or absentee voting shall be permitted except as otherwise provided in these By -Laws. C. A quorum for the transaction of all business by the Liaison Committee shall consist of a majority of the official representatives present at any regular or special meeting. C. Meetings 1. Meetings of the Liaison Committees shall be held as deemed necessary and appropriate by the membership. D. Duties of the Liaison Committees The Liaison Committees shall: 1. Be the personal contact at each member's police or fire department for the NWCDS Executive Director in matters of daily procedural concern; 2. Provide liaison to the NWCDS Executive Director in the coordination and preparation of unified procedures; 3. Be a resource for the Executive Committee in researching special topics of interest; 4. Forward complaints or compliments concerning the operation of .NWCDS to the NWCDS Executive Director from their respective agencies; Northwest Central Dispatch.System By -Laws 112 5. Perform any other related duties as required by the Executive Committee. ARTICLE VIII BUDGET A. The fiscal year of NWCDS shall commence May 1st and end on April 30th. B. An annual. budget shall be adopted by the Board of Directors at its regular January meeting each year. 1. The Executive Director of NWCDS shall prepare a proposed annual budget for the Executive Committee. a) Not later than December each year, the Executive Committee shall review the proposed annual budget and make such modifications as it deems proper; b) Following approval by the Executive Committee, the proposed budget shall be submitted to the. Board of Directors. 2. Prior to the January board meeting, copies of the proposed budget shall be delivered to the Chief Administrative Officer of each participating municipality. C. Upon approval of the annual budget, the Board of Directors shall have the authority to fix cost-sharing charges for all participants in NWCDS of an amount sufficient to provide the funds required by the current annual budget. 1. Billing shall commence May 1st of each year. Any participating member whose charges have not been paid within forty-five (45) days after billing shall be assessed interest on the delinquent payment(s) at a rate not to exceed the maximum authorized by the Bond Authorization Act, as amended, at the time the payment becomes delinquent. The member shall not be entitled to further voting privileges on. the Board of Directors or -the Executive Committee nor shall any representative hold any office until such time as all delinquent payments and interest have been paid. 2. All activities of NWCDS will be cost shared by the members. Each Northwest Central Dispatch System By -Laws 13 member's share shall be based on a weighted percentage formula of the number of incoming emergency telephone calls received by NWCDS (75%) and the number of calls assigned for police and/or fire and/or EMS service (25%) or 2% whichever is greater. Each member's cost share shall be approved by the Board of Directors annually. Such cost sharing determination shall be made not later than January 15th of each year based upon statistical information for the preceding calendar year submitted to the Board of Directors in January. D. Whenever a member relocates its communication equipment and/or the communication equipment of NWCDS to another location, and/or adds additional communication equipment to the member's communication system, thereby increasing NWCDS' operational responsibilities, obligations, or costs, any and all costs incurred by NWCDS as a result of the aforesaid relocation of communications equipment or the aforesaid adding of additional communication equipment to the member's communication system, including, but not limited to, any costs incurred by NWCDS for the purchase and installation of new or additional equipment, all the aforesaid costs, and any additional costs, including but not limited to, the costs to install communication lines, shall be paid by that member and not by NWCDS. Notwithstanding any provisions in these By -Laws or this paragraph D to the contrary, no member of NWCDS shall relocate the equipment or property of NWCDS, or by any means increase NWCDS' operational responsibilities, obligations and/or costs, including but not limited to, costs to be incurred by NWCDS for the purchase of new or additional equipment, without first obtaining authorization from NWCDS' Executive Committee to relocate NWCDS' equipment and property, and/or increase NWCDS' operational responsibilities. Obligations and/or costs, including but not limited to, costs to be incurred by NWCDS for the purchase of new or additional equipment. In addition, in the event NWCDS pays the costs of maintaining any new equipment or additional equipment and/or property acquired in accordance with this paragraph D said additional equipment and/or property shall become the equipment/property of NWCDS as set out in paragraph 12.3 of these By -Laws notwithstanding the fact the existing member shall pay the costs of the purchase and installation of said equipment/property. E. Each member shall take all required actions to authorize the funds necessary to meet its obligations under these By -Laws. Northwest Central Dispatch System By -Laws 14 F. Purchases and/or letting contracts shall be done in accordance with procedural guidelines established by resolution of the Board of Directors. G. . After adoption of the annual budget by the Board of Directors, the Executive Director and the Executive Committee shall make all expenditures in accordance with such budget. 1. The Executive Director of NWCDS shall have the power to transfer funds within the total budget amount in order to meet unanticipated needs or to meet changed situations. 2. Such action of the Executive Director shall be reported to the Board of Directors and the Executive Committee in the Director's next meeting report. The Board of Directors and/or the Executive Committee may establish procedures and limitations as may be .necessary to preserve the integrity and purpose of the approved budget. ARTICLE IX AUDIT A. The Board of Directors shall call for an annual audit of the financial affairs of NWCDS, to be made by a Certified Public Accountant at the end of each fiscal year in accordance with generally accepted auditing principles. B. An original copy of the annual audit report shall be delivered to each member municipality. ARTICLE X WITHDRAWAL TERMINATION AND DISSOLUTION A. Any member municipality may withdraw from NWCDS subject to the provisions of this article. 1. Such withdrawing member shall give written notice of withdrawal in the form of a certified copy of a resolution passed by its corporate authorities, a copy of which must be sent to the Executive Director of NWCDS, as well as the Chairman of the Executive Committee and Northwest Central Dispatch System By -Laws 15 Chairman of the Board of Directors. 2. Prior thirty -day (30) notice to any member of its 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 NWCDS shall also constitute notice of withdrawal of such municipality, which withdrawal shall become effective on the 30th day after mailing of said notice. 3. Withdrawal of a member shall also constitute withdrawal of its members to the Board of Directors and to the Executive Committee and to each of the Liaison Committees. 4. The withdrawing member shall forfeit any. and all interest, right and title to NWCDS property and assets of any type whatsoever. 5. The withdrawing member shall be liable for all costs incurred by NWCDS as a result of the member's separation and withdrawal. This may include, but is not necessarily limited to, legal fees, court costs and interest on late payment of obligations. B. Upon any such notice of withdrawal: 1. Withdrawal 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 for: a. One hundred (100%) per cent of its prorata share of any unpaid obligations to date of withdrawal; b. One hundred (100%) per cent of its prorata share of any contractual or lease obligations of NWCDS which were incurred during the period the municipality was a member or which were assumed during its membership; C. For any contractual obligations it has separately signed with NWCDS. d) The term "pro rata share" as used in Article X of the Northwest Central Dispatch System By -Laws, shall mean a percentage of all the System's costs, which include but are not limited to those costs identified in B.2.a) and B.2.b) set out above. Northwest Central Dispatch System 'By -Laws 16 The percentage shall be computed as defined in Article VIII, paragraph C.2 for the last complete calendar year preceding the withdrawing member's effective date of withdrawal. C. Upon adoption of an Ordinance by a majority of the participating member municipalities to dissolve, the NWCDS Venture Agreement and NWCDS shall be terminated and dissolved in accord with the provisions hereof. Upon such termination and dissolution (and after payment of all debts) all individual files and documentation shall be distributed to the member community, which has jurisdiction of the subject matter of the file or documentation without charge or offset. 2. The fixed assets of NWCDS shall be sold by sealed bid after prior thirty -day (30) public notice. The proceeds from the sale of the fixed assets and all cash, less the payment of any and all liabilities, shall be divided among the members in proportion to their average respective regular and special assessment payments for the preceding three (3) fiscal years. If liabilities exceed all assets, the difference shall be made up by contributions by all members on a proportionate basis according to the then prevailing.annual budget assessment formula. ARTICLE XI INDEMNIFICATION A. -Each member which is subject to a claim, of any nature, which arises as a consequence of the acts or omissions of such member's personnel in responding to, or providing emergency services pursuant to a dispatch via the System (hereinafter "Claim") shall, at such member's sole expense, indemnify and save free and harmless any other member, and its officers, employees and agents from any cost, expense, attorney fees, judgment or liability of any nature when any other member is/are subject to the same claim solely as a consequence of such other member being a member of this NWCDS. Additionally, in the event NWCDS and/or its Directors, officers, employees and agents are subject to a Claim of any nature which arises as a consequence of the acts or omissions of member's personnel in responding to or providing emergency services pursuant to a dispatch by NWCDS, such member shall at its -sole expense, indemnify and save free and harmless from any cost, expense, attorney fees, judgments or liability of Northwest Central Dispatch System By -Laws 17 any nature the System and/or its officers, Directors, employees and agents unless it is determined that the officers, Directors, employees and/or agents of the NWCDS acted in a willful and wanton manner in connection with dispatching the personnel of the member. B. In the event that any member municipality should file suit or an action against NWCDS, all representatives of that member shall be prohibited from attending any meetings or discussions or having access to the results of such meetings related to the defense of the suit or action. The member's representatives shall have no direct access to any written communication concerning the matter except by legal process; and no representative of the member shall be allowed to vote on any issue related to the suit or action. ARTICLE XII AMENDMENT TO BY-LAWS A. Amendment to these By -Laws may be proposed by any member of the Board of Directors or by any member of the Executive Committee. No amendment, however, shall be in conflict with nor change in any way the Northwest Central Dispatch System Venture Agreement. 1. The amendment shall be submitted to the Board, of Directors at least thirty -days (30) prior to the meeting of the Board of Directors at which such amendment is to be considered. 2. The proposed amendment and the reason therefore shall be considered by the Board of Directors, along with the recommendations of the Executive Committee and any officer of NWCDS. B. A three-fourths (3/4) vote of the Board of Directors shall be required to adopt any amendment to these By -Laws. The Chairman shall not have the authority to cast more than one (1) vote on a motion to amend these By -Laws. ARTICLE XIII EFFECTIVE DATE These By -Laws shall go into effect immediately upon adoption by the Board of Directors. Northwest Central Dispatch System By -Laws 18