2013 -- H 5080 SUBSTITUTE A

=======

LC00370/SUB A

=======

STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2013

____________

A N A C T

RELATING TO "AN ACT TO CREATE THE BRISTOL COUNTY WATER AUTHORITY

AND TO PROVIDE FOR IT'S POWERS AND DUTIES"

     Introduced By: Representatives Malik, Gallison, Hearn, and Marshall

     Date Introduced: January 15, 2013

     Referred To: House Municipal Government

It is enacted by the General Assembly as follows:

1-1

     SECTION 1. Section 6 of chapter 102 of the 1981 Public Laws entitled "An Act To

1-2

Create The Bristol County Water Authority And To Provide For It's Powers And Duties" passed

1-3

at the January 1970 Session of the General Assembly, and as amended in 1985, and Section 7 of

1-4

chapter 102 of the 1981 Public Laws entitled "An Act To Create The Bristol County Water

1-5

Authority And Provide For It's Powers And Duties" passed at the January 1970 Session of the

1-6

General Assembly and as amended in 1992, are hereby further amended as follows:

1-7

     Sec. 6. POWERS.

1-8

     (a) Except to the extent with any specific provision of this act, the authority shall have the

1-9

power:

1-10

     (1) To sue and be sued, complain and defend in its corporation name;

1-11

     (2) To have a seal which may be altered at pleasure and to use the same by causing it, or

1-12

a facsimile thereof, to be impressed or affixed or in any other mariner reproduced;

1-13

     (3) To purchaser take, receive, lease or otherwise acquires own, hold, improves operate,

1-14

main tam and repair, use or otherwise deal in and with, real or personal property, or any interest

1-15

therein, wherever situated;

1-16

     (4) To sell, convey, mortgages pledge, lease, exchange; transfer, and otherwise dispose

1-17

of, all or any part of its property and assets for such consideration and upon such terms and

1-18

conditions as the authority shall determine;

2-19

     (5) To produces distribute and sell water within or without the territorial limits of the

2-20

county;

2-21

     (6) To fix rates and collect charges for the use of the facilities of, or services rendered by,

2-22

or any commodities furnished by, the authority;

2-23

     (7) To make such contracts and guarantees and to incur liabilities, borrow money at such

2-24

rates of interest as the authority may determine;

2-25

     (8) To make and execute agreements of lease, conditional sales contracts, installments

2-26

sale contracts, loan agreements mortgages, construction contracts, operation contracts and other

2-27

contracts and instruments necessary or convenient in the exercise of the powers and functions of

2-28

the authority granted by this act;

2-29

     (9) To lend money for its purposes, invest and reinvest it funds and at its option to take

2-30

and hold real and personal property as security for the funds so loaned or invested;

2-31

     (10) To acquire, or contract to acquire, from any person, firm, corporation, municipality,

2-32

the federal government or the state, or any agency of either the federal government or state by

2-33

grant, purchase lease, gift, condemnation or otherwise, or to obtain options for the acquisition of

2-34

any property, real or personal, improved or unimproved, and interests in land less the fee thereof;

2-35

and to own, hold, clear, develop, maintain, operate and rehabilitate, sell, assign, exchange,

2-36

transfer, convey, lease, mortgage, or otherwise dispose or encumber the same for the purposes of

2-37

carrying out the provisions and intent of this act for such consideration as the authority shall

2-38

determine;

2-39

     (11) To conduct its activities, carry on its, operations and have offices and exercise its

2-40

power granted by this act within or without the county or state;

2-41

     (12) To elect or appoint officers and agent of the authority and to define their duties and

2-42

fix their compensation, except as otherwise expressly limited herein;

2-43

     (13) To make and alter by-laws not inconsistent with this act, for the administration and

2-44

regulation of the affairs of the authority and such by-laws may contain provisions indemnifying

2-45

any person who is or was a director, officer, employee or agent of the authority, or is or was

2-46

serving at the request of the authority as a director, officer, employee or agent of another

2-47

corporation, partnership, joint venture, trust or other enterprise in the manner and to the extent

2-48

provided in Section 7-1.1-4.1 of the Rhode Island Business Corporation Act. By-laws shall be

2-49

amended only by an affirmative vote of six (6) of the directors and each town shall have at least

2-50

one representative vote affirmatively for the required amendment to take effect;

2-51

     (14) To be a promoter, partner, member, associate or manager of any partnership,

2-52

enterprise or venture;

3-53

     (15) To enter into cooperative agreements with cities, counties, town or water companies

3-54

within or without the county for the interconnection of water facilities or for any other lawful

3-55

corporate purpose necessary or desirable to effect the purposes of this act;

3-56

     (16) To have and exercise all powers necessary or convenient effect its purposes.

3-57

     (b) Notwithstanding any provision herein to the contrary, prior to the authority, first

3-58

acquiring or contracting to acquire any water supply facility, the authority shall present to the

3-59

local governing bodies of Barrington, Bristol and Warren a plan setting forth in general terms the

3-60

method and means by which the authority intends to accomplish the purposes set forth in Section

3-61

5 hereof, and the authority shall not thereafter first acquire any water supply facility until such

3-62

plan shall have been approved by the local governing bodies of Barrington, Bristol and Warren.

3-63

Nothing contained in this Section (b) however shall thereafter require the authority to secure the

3-64

approval of the local governing bodies of Barrington, Bristol and Warren for any particular

3-65

acquisition or disposition of any water supply facility or any part thereof, and the authority shall

3-66

be empowered from time to time, to amend the plan previously approved and such amendment

3-67

shall be effective upon delivery of written notice thereof to the town clerks of each of Barrington,

3-68

Bristol.

3-69

     Section 7. DIRECTORS, OFFICERS and EMPLOYEES.

3-70

     (a) The powers of the authority shall be vested in a board of directors which shall consist

3-71

of nine members, three members each to be appointed by the local governing bodies respectively

3-72

of Barrington, Bristol and Warren, no more than two of such appointees from each of Barrington,

3-73

Bristol and Warren to be from the same political party based on their qualifications without

3-74

regard for political affiliation. The members of the board of directors first appointed from

3-75

Barrington, Bristol and Warren shall serve for terms of one, two and three years respectively, and

3-76

thereafter until their successors are chosen and shall have qualified. Not earlier than, sixty (60)

3-77

days prior to the expiration of any terms of the members of the board of directors, the local

3-78

governing bodies of Barrington, Bristol and Warren shall each appoint one member to serve for a

3-79

term of three years from the expiration of the term, and thereafter, until such appointee's

3-80

successor is chosen and shall have qualified. In the event of a vacancy occurring in the board of

3-81

directors by reason of death, resignation or removal of a member, the local governing body of the

3-82

municipality who appointed such a member shall appoint a new member to serve for the

3-83

unexpired term, and thereafter until his successor is chosen and shall have qualified. The

3-84

members of the board of directors may be removed from their positions by a majority vote of

3-85

their local governing body. Each town shall develop and adopt, by resolution or ordinance,

3-86

standards for removal of the expectations for its member of the board of directors.

4-87

     (b) The directors shall each receive compensation of thirty-five (35) dollars for each

4-88

meeting attended, but not more than one thousand (1,000) dollars in any one calendar year,

4-89

provided that the chairman of the board of directors shall receive fifty (50) dollars 5 per meeting

4-90

but not more than one thousand five hundred (1,500) dollars in any calendar year. Each director

4-91

shall be reimbursed for his reasonable expenses incurred in carrying out his duties as a director

4-92

one thousand dollars ($1,000) pro rata, per year, provided, that the chair of the board of directors

4-93

shall receive one thousand five hundred dollars ($1,500) pro rata, per year of service. A director

4-94

may engage in private employment or a profession or business.

4-95

     (c) There shall be a chairman chair and vice chair of the board of directors who shall be

4-96

selected to serve at the pleasure of the board of directors by a vote of not less than six (6)

4-97

members thereof. The chairman shall designate a vice chairman who shall serve at the pleasure of

4-98

the chairman, but such vice chairman shall reside in a municipality other than the municipality in

4-99

which the chairman resides The vice chair shall reside in a municipality other than the

4-100

municipality in which the chair resides. Except as otherwise provided herein, five (5) directors

4-101

shall constitute a quorum and any action to be taken by the Authority under the provisions of this

4-102

Act may authorized by a resolution approved by not less than five (5) of the directors at any

4-103

regular or special meeting at which a quorum is present. A vacancy in the membership on the

4-104

board of directors shall not impair the right of a quorum to exercise all, rights and to perform all

4-105

duties of the authority.

4-106

     (d) Notwithstanding the provisions of the foregoing subparagraph (c), the following

4-107

actions may be authorize only by an affirmative vote of not less than seven (7) directors six (6)

4-108

directors, as long as there is at least one vote for each town:

4-109

     (1) Selection, appointment, setting the salary and termination, of the chief executive

4-110

officer of the authority, who shall have the title of executive director.

4-111

     (2) The sale of all, or substantially all, of the real and personal property of the authority.

4-112

     (3) The exercise of the power of eminent domain conferred upon the authority.

4-113

     (4) Applications for, or the setting of, rates for the authority's products and services.

4-114

     (5) The issuance of bonds, notes, or the borrowing of amounts in excess of, or the entry

4-115

into, any one or more series of contracts calling for the expenditure of $500,000 or more.

4-116

     (6) The adoption of an annual budget.

4-117

     (e) In addition to an executive director, the board of directors shall appoint a secretary

4-118

and such additional officers, staff members and employees as, it shall deem appropriate and shall

4-119

determine the amount of reasonable compensation, if any, each shall receive. The board of

4-120

directors may vest in the executive director and his subordinates the authority to appoint

4-121

additional staff members, and to determine the amount of compensation such individual shall

5-1

receive The board of directors shall appoint an executive director, and shall determine the amount

5-2

of reasonable compensation for said position.

5-3

     (f) No fulltime employee of the authority shall, during the period of his employment by

5-4

the authority engage in any other private employment, profession or business, except with the

5-5

approval of the board of directors. No person shall be appointed executive director, if within one

5-6

year prior, to the effective date of such appointment such person shall have been a member of the

5-7

authority's board of directors, or of a local governing body, or the chief administrative officer, of

5-8

Barrington, Bristol or Warren.

5-9

     (g) If any director, officer or employee of the authority shall be interested, directly or

5-10

indirectly, or shall be a director, officer or employee of, or have ownership interest (other than as

5-11

the owner of less than one percent of the shares of a publicly held corporation) in any firm,

5-12

person or corporation interested, directly or indirectly, in any contract with the authority, such

5-13

interest shall be disclosed to the authority and set forth in the minutes of the authority, and the

5-14

director, officer or employee having such interest shall not participate on behalf of .the authority

5-15

in the authorization of any such contract. Interested directors may be counted in determining the

5-16

presence of a quorum at the meeting of the board of directors of the authority which authorizes

5-17

the contract or transaction.

5-18

     (h) Any action taken by the authority under the provisions of this act may be authorized

5-19

by a Vote at any regular or special meeting, and each such vote shall take effect immediately. The

5-20

board of directors may designate from among its members an executive committee, and one or

5-21

more other committees, each of which to the extent authorized b the board of directors shall have

5-22

and exercise all authority of the board of directors, except no such committee shall have the

5-23

authority of the board of directors in the reference to the matters set forth in subsection (d) of this

5-24

section, or amending the by-laws of the authority.

5-25

     (i) Any action required by this act to be taken at a meeting of the board of directors or

5-26

any action to be taken at a meeting of the board of directors, or a committee thereof, may be taken

5-27

without a meeting if a consent in writing setting forth the action to be taken shall be signed before

5-28

Or after such action by all of the directors or all of the members of the committee, as the case

5-29

may be.

5-30

     (j) Employees of the authority shall not, by reason of such employment be deemed to be

5-31

employees of the state nor any municipality for any purpose, any purpose of the general Laws to

5-32

the contrary notwithstanding.

5-33

     (k) Prior to the board of directors approving amendments of any rates and/or fees, one or

5-34

more hearings must be held to which the public is invited for comment, and notice of these

6-1

hearings shall be advertised in the local newspapers of each of the three (3) towns or a newspaper

6-2

of general circulation in all three (3) towns, and notice shall be posted at each of the three (3)

6-3

town halls, as well as on the Internet if possible, at least ten (10), but not more than fourteen (14)

6-4

days prior to each hearing.

6-5

     (l) Prior to the engagement of external professional services, including, but not limited to,

6-6

legal, accounting and engineering services, the authority shall be required to solicit competitive

6-7

proposals based on a scope of services defined by the authority. The successful award shall be

6-8

based on the applicant's qualifications and fee structure. Retention of services shall not exceed

6-9

three (3) years without obtaining new competitive proposals.

6-10

     SECTION 2. This act shall take effect upon passage.

=======

LC00370/SUB A

========

EXPLANATION

BY THE LEGISLATIVE COUNCIL

OF

A N A C T

RELATING TO "AN ACT TO CREATE THE BRISTOL COUNTY WATER AUTHORITY

AND TO PROVIDE FOR IT'S POWERS AND DUTIES"

***

7-1

     This act would amend the Bristol County Water Authority Act by specifying how by-

7-2

laws may be amended and how directors, officers and employees may serve.

7-3

     This act would take effect upon passage.

=======

LC00370/SUB A

=======