2013 -- S 0093

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LC00369

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STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2013

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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: Senators Bates, Ottiano, and Felag

     Date Introduced: January 22, 2013

     Referred To: Senate Housing & Municipal Government

It is enacted by the General Assembly as follows:

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

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Create The Bristol County Water Authority And To Provide For It’s Powers And Duties” passed

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

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

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Authority And Provide For It’s Powers And Duties” passed at the January 1970 Session of the

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

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     Sec. 6. POWERS.

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

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power:

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

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

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

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

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

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therein, wherever situated;

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

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

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conditions as the authority shall determine;

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

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county;

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

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or any commodities furnished by, the authority;

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

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rates of interest as the authority may determine;

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

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

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

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the authority granted by this act;

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

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

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

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

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

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

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

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

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

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determine;

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

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

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

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fix their compensation, except as otherwise expressly limited herein;

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

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

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

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

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

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

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

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

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

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enterprise or venture;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Bristol.

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     Section 7. DIRECTORS, OFFICERS and EMPLOYEES.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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members of the board of directors may serve no more than four (4) consecutive terms before

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being required to relinquish their position for not less than one three (3)-year term; provided,

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however, that such provision shall not apply to any member currently serving for up to two (2)

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more consecutive terms regardless of how may terms he or she has already served. The members

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

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governing body. Each town shall develop and adopt, by resolution or ordinance, standards for

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

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

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

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

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

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

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

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

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may engage in private employment or a profession or business.

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

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

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

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

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

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

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

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

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

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

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duties of the authority.

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

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

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

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

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

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

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

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

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

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

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     (6) The adoption of an annual budget.

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

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

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

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

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

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

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of reasonable compensation for said position.

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

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

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

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

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

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Barrington, Bristol or Warren.

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

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

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

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

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

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

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

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

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the contract or transaction.

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

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

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actions taken by the board of directors must be in compliance with the Rhode Island General

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Laws “Access to Public Records Act” (RIGL section 38-2-1 et seq. as may be amended from time

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to time) and the “Open Meetings Act” (RIGL section 42-46-1 et seq. as may be amended from

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time to time). The board of directors may designate from among its members an executive

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committee, and one or more other committees, each of which to the extent authorized b the board

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

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committee shall have the authority of the board of directors in the reference to the matters set

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forth in subsection (d) of this section, or amending the by-laws of the authority.

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

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

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

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

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may be.

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

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

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the contrary notwithstanding.

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

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

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

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

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

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days prior to each hearing.

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

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

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

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

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three (3) years without obtaining new competitive proposals.

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     SECTION 2. This act shall take effect upon passage.

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LC00369

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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"

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

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

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     This act would take effect upon passage.

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LC00369

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