Bylaws

BYLAWS OF THE WYOMING COUNTY WATER RESOURCE AGENCY

ARTICLE A: ORGANIZATION

Section 1: Administration; The powers, organization and administration of the Wyoming County Water Resource Agency (the “Agency”) shall be as authorized and established by the Wyoming County Board of Supervisors.

Section 2: Fiscal Year. The fiscal year of the Agency shall begin January 1 and end December 31 of each year.

ARTICLE B: MEMBERS

Section 1: Members. The Agency shall be governed by a Board consisting of  “No less than 7 and no more than 9 members” (“Members”) appointed by resolution by the Board of Supervisors of Wyoming County.

Section 2: Qualifications of Members. Each member must, at the time he/she is appointed, have attained the age of eighteen years, be a citizen of the United States, and a resident of Wyoming County.

Section 3: Official Oaths. Each Member shall, within thirty (30) days after notice of his/her appointment or within thirty (30) days after the commencement of his/her term of office, complete the Wyoming County Clerk’s written oath of office card.

Section 4: Vacancies. The office of a Member shall be deemed vacant upon the happening of one of the following events before the expiration of the term thereof

a.) The death of the Member

b.) The resignation of the Member

c.) The Member ceasing to be a resident of Wyoming County;

d.) The unexcused absence of a Member, as described under Article B, Section 7, from three (3) consecutive regular meeting.

Section 5: Filling of Vacancies. Vacancies occurring at the end of a term shall each be filled in the manner provided in Section 1 above. Vacancies occurring otherwise than by the expiration of a term, shall be filled in the same manner as set forth in Section 1 for the remainder of the unexpired term.

Section 6: Removal of Member. A Member may be removed from office by the Board of Supervisors for inefficiency, neglect of duty or misconduct in office and for the same reasons as provided by law for the removal of employees of Wyoming County. Prior to removal, the Board of Supervisors shall give such Member a copy of the charges against him/her and an opportunity to be heard in person or by counsel in his/her defense, upon not less than ten (10) days’ notice.

Section 7: Unexcused Absence of Member. When a Member fails to attend a regularly scheduled meeting of the Agency, unless such absence is excused by the Chairperson of the Agency or other presiding officer shall be considered an unexcused absence. The Secretary of the Agency shall send a written reminder of the provisions of this Section to a Member who has two consecutive unexcused absences.

ARTICLE C: MEETINGS

Section 1: Annual Meeting. The first meeting in each fiscal year shall be the annual meeting of the Agency and shall be held at the time and place, within Wyoming County, designated in Article C, Section 2.

Section 2: Regular Meetings. Regular meetings of the Agency shall be held on the 3^rd Wednesday of each month at 9:00 A.M. in the Supervisors Committee Room, 143 N. Main Street, Warsaw, New York or as otherwise approved.

Section 3: Special Meetings. Special meetings of the Agency may be called by the Agency’s Chairperson, Wyoming County Board of Supervisors or by the Agency’s Secretary. Each special meeting shall be held at the time and place, within Wyoming County, as the person calling the meeting shall determine.

Section 4: Quorum and exercise of powers. A simple majority of the membership shall constitute a quorum authorized to transact any business presented at the meeting of the Agency. All action shall be taken by the affirmative vote of a simple majority of the membership of the Members of the Agency.

Section 5: Conduct of Meetings. At all meetings of the Agency, the Chairperson shall be the presiding officer, or if the office of Chairperson is vacant or in the absence of the Chairperson, then the Vice Chairperson shall be the presiding officer; if the office of Vice Chairperson is vacant or the Vice Chairperson is absent, the Members of the Agency shall choose a presiding officer from among those Members present, to preside at such meeting. The Secretary of the Agency, except as otherwise provided by the Agency shall act as Secretary at all meetings of the Agency, and in the absence of the Secretary, a temporary Secretary shall be appointed by the presiding officer.

Section 6: Procedure. The order of business and all other matters of procedure at each meeting of the Agency may be determined by the presiding officer.

Section 7: Minutes. Minutes shall be taken at all meetings of the Agency and its committees which shall consist of a record or summary of all motions, proposals, resolutions and any other matter formally voted upon and the vote thereon. Such minutes shall be available to the public in accordance with the provisions of the Freedom of Information Law. (Public Officers Law, Article 6)

ARTICLE D: OPEN MEETINGS

Section 1: General. Every meeting of the Agency and its committees shall be open to the general public except for Executive Sessions.

Section 2: Accessibility. The Agency shall make or cause to be made all reasonable efforts to ensure that meetings subject to this Section are held in facilities that permit barrier-free physical access to the physically handicapped.

Section 3: Public Notice. Public notice of the time and place of all meetings subject to this Section shall be posted in a manor determined by the agency.

Section 4: Executive Sessions. Upon a vote of at least a simple majority of the membership, taken in an open meeting pursuant to a motion identifying the general area to be considered, the Agency may conduct an executive session.

Section 5: Attendance. Attendance at an Executive Session shall be permitted to any Member and any other persons authorized by the Agency’s Chairperson.

ARTICLE E: COMMITTEES

Section 1: Committees. The Agency may create a committee consisting of three or more Members of the

Agency or agency consultants, which shall serve in an advisory capacity only and no committee, shall be delegated any powers of the Agency. The Agency Chairperson shall have the authority to appoint and remove Committee Members as well as designate the Committee Chairperson.

Section 2: Meetings. Meetings of any committee of the Agency may be held at such places within Wyoming County as the committee shall determine.

Section 3: Conduct of Meeting. The Chairperson of the Committee shall preside at each meeting of the committee. The Secretary of the Agency shall act as Secretary at all meetings of the committee, and in the absence of the Secretary a temporary Secretary shall be appointed by the Chairperson of the committee.

Section 4: Minutes. All committees shall keep minutes of their meetings in accordance with, Article C, Section 7; minutes of committee meetings shall be circulated to all Members of the Agency.

ARTICLE F: OFFICERS

Section 1: Officers. The Officers of the Agency shall consist of a Chairperson, Vice-Chairperson and a Secretary and such other officers as the Agency may appoint from time to time. The Chairperson, Vice- Chairperson and Secretary shall be Members of the Agency Board. No person may hold more than one office at the same time.

Section 2: Chairperson. The Chairperson shall preside at all meetings of the Agency. Except as otherwise authorized by resolution of the Wyoming Count Board of Supervisors, the Chairperson shall execute all agreements, contracts, deeds and any other instruments of the Agency.

Section 3: Vice Chairperson. The Vice Chairperson shall, in the event of absence of the Chairperson, perform all of the duties and responsibilities of the Chairperson.

Section 4: Secretary. The Secretary shall keep the records of the Agency, shall act as secretary of the meetings of the Agency and its committees and record all votes, shall keep a record of the proceedings of the Agency in a journal of proceedings, and shall perform duties incident to the office. The Secretary shall have the power to affix the Agency/Wyoming County Seal to all contracts and other instruments authorized to be executed by the Agency. The Secretary shall provide all Members with a copy of the agenda for regular meetings one (1) day prior to the meeting.

Section 5: Additional duties. The officers of the Agency shall perform such other duties and functions as may from time to time be authorized by resolution of the Agency. The Chairperson shall have the power to appoint, on a temporary basis until the Agency next meets, an acting Vice Chairperson, or Secretary in the event these positions become vacant or their office holders cannot fulfill their duties due to absence or disability.

Section 6: Election of Officers. The first officers of the Agency shall be elected at the first meeting of the Agency. Thereafter, all officers of the Agency shall be elected at the annual meeting of the Agency from among the Members of the Agency and shall hold office for one year or until the successors are elected and qualified. Nothing herein shall prevent an individual from succeeding himself/herself in office.

Section 7: Removal and vacancies. All officers serve at the pleasure of the Agency and an officer may be removed or have his/her authority suspended by the Agency at any time, with or without cause. If an office becomes vacant for any reason, the Members of the Agency shall have the power to fill such vacancy.

ARTICLE G: RECORDS

Section 1: Definition: “Record means any information kept, held, filed, produced, or reproduced by, with or for the Agency, in any physical form whatsoever, including, but not limited to, reports, statements, examinations, memoranda, opinions, folders, files, books, manuals, pamphlet, forms, papers, designs, drawing, maps, photos, letters, microfilms, computer tapes or discs, rules, regulations or codes.”

Section 2: Records required to be maintained. The Agency shall maintain the following records: (a) a record of the final vote of each Member in every Agency proceeding in which the Member votes, (b) a record setting forth the name, title of every Member, officer or employee of the Agency, and (c) a reasonably detailed current list by subject matter of all records in the possession of the Agency.

ARTICLE H: AMENDMENT OF BY LAWS

Section 1: Amendment and Repeal. By Laws may be repealed (except where provisions of sections of the Laws of the State of New York are incorporated), amended (except where provisions of sections of the Laws of the State of New York are incorporated) or adopted by the Agency.

Section 2: Filing of Bylaws. The Secretary of the Agency shall file a certified copy of the Bylaws, and any amendments thereto, with the office of the Wyoming County Clerk.