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HomeMy WebLinkAboutMid-Michigan Water Authority Articles of Incorporation STATE OF MICHIGAN pap CANDICE S.MILLER,Secretary of State MICHIGAN DEPARTMENT OF STATE LANSING,MICHIGAN 48918 January 31, 1996 Ms. Marilyn Slade, City Clerk City of Lansing 124 West Allegan Lansing, MI 48933-1695 Dear Ms. Slade: This will acknowledge receipt and filing on December 5, 1995, a certified copy of Articles of Incorporation of the Mid-Michigan Water Authority and Certificate and Acknowledgment of Filing, in pursuant to Act 292, of the PA of 1989, originals of which are on file in this department. Sincerely, Jackie A. Pefia-Manecky Office of the Great Seal (517) 373-2531 MS-46(3/95) C�� ' `.i 4WA Articles of Incorp,iration - ARTICLES OF INCORPORATION of the �_F`r; FJJ l `( Lr'i MID-MICHIGAN WATER AUTHORITY These Articles of Incorporation are adopted and executed by the incorporating units, Bath Township, Delhi Township, Delta Township, Village of Dimondale. City of East Lansing, City of Grand Ledge, City of Lansing, Lansing Township, Meridian Township, Oneida Township, Vevay Township, Watertown Township, Village of Webberville, Wheatfield Township, City of Williamston, Williamstown Township, and Windsor Township, for the purpose of creating a Metropolitan Council pursuant to the provisions of Act No. 292 of the Michigan Public Acts of 1989 (the "Act'). Article I. Name. The name of this Metropolitan Council shall be the Mid-Michigan Water Authority ("Authority"). Article II. Names of Incorporating Units. The Incorporating Units of government creating the Authority are identified as follows: Bath Township, Delhi Township, Delta Township, Village of Dimondale, City of East Lansing, City of Grand Ledge, City of Lansing, Lansing Township, Meridian Township, Oneida Township, Vevay Township, Watertown Township, Village of Webberville, Wheatfield Township, City of Wilhamston, Williamstown Township, and Windsor Township. The signatories to this document are hereinafter referred to as "Participating Units". Article III. Purpose. The purpose of this Authority is to, through the use of the powers authorized by the Act, plan, promote, finance, issue bonds for, acquire, improve, enlarge, extend, own, construct, operate, repair, replace, or contract for public improvements and services associated with a regional public water supply system; to contract with any Participating Unit or Non-Participating entity as provided for by law, to provide or receive any or all such services-, to promote educational activities related to such services; and to facilitate regional planning for protection of regional water resources. Article IV. Corporate Body: AuthoritArea. This Authority shall be a body corporate with power to sue and be sued in any court of this State. The Authority area shall be the geographic area of all Participating Units ("Authority Area"). Page 1 of 11 pages NPIAWA Articles of Incorporation. Article V. Authority. This Authority is an authority under Section 6 of Article IX of the 1963 Michigan Constitution. Article VI. Fiscal Year. The fiscal year of this Authority shall commence on the first day of January, in each year, and end on the thirty-first day of the following December. Article VIL Powers of Authority. The Authority shall possess all powers which are authorized by the Act. The Authority shall possess all the powers necessary for.carrying out the purposes of its formation. Notwithstanding anything herein to the contrary, the Authority shall only possess and exercise powers with respect to the public improvement and services of a regional public water supply system. Article VHI. Issuance Of Bonds. For the purpose of defraying the project costs of a project, the Authority may issue bonds or revenue bonds pursuant to the Act or pursuant to other state law. Article IX. Authority Organization. A. Delegates: Representation of Participating Units. The Authority shall be governed in accordance with the Act and as set forth in Article IX and Article X and in accordance with duly adopted Bylaws. The Authority shall be comprised of Participating Unit Delegates who shall be appointed to the Authority in the manner stated in these Articles ("Delegate"). Each Participating Unit shall appoint one (1) Delegate to the Authority, and one (1) alternate Delegate ("Alternate Delegate") to act in the absence of the Delegate. The legislative body of each Participating Unit shall appoint its Delegate(s) in such manner as it shall determine. Each Delegate and Alternate Delegate shall serve at the pleasure of the legislative body of the Participating Unit, or its designee. In the event of a vacancy in the office of the Delegate or Alternate Delegate representing a Participating Unit, the legislative body of the Participating Unit, or its designee, shall fill the vacancy. Neither a vacancy in the office of a Delegate, nor failure to appoint a Delegate or Alternate Delegate shall impair the rights of the Authority to exercise all the rights and perform all the duties of the Authority. The Authority may also include ex-officio representatives from such agencies as State and Local Health Departments, Tri-County Regional Planning Commission, US Geological Survey, Department of Natural Resources, and others as determined by the Authority. B. Voting. Each Delegate shall cast a vote as stated in this Article. 1. For General Issues Before The Authority. Each Delegate shall cast one vote. In the event the Delegate from a Participating Unit is absent, the Alternate Delegate may cast that Participating Unit's vote. In the absence of an Page 2 of 11 pages NMMI WA Articles of Ir.^orporatiou Alternate Delegate, that Unit's vote shall not be cast at that meeting. Except as otherwise provided in these Articles, a majority vote of Delegates in attendance with a quorum shall pass general issues. In the event of a tie vote, the motion shall not pass. 2. For Issues Specific To A Project. A project may be proposed by a Participating Unit, or any combination of Participating Units and thereafter decisions on matters relating to the project will be subject to a weighted vote by the Delegates representing project participants, and a majority vote of Delegates in attendance, in accordance with this Article. A project shall be initiated by a resolution of the Authority and the resolution shall designate all project participants, and the scope and extent of the project. The project may include, as participants, both Participating Units, and Non- Participating Units. However, no project may include a Participating Unit which did not agree to participate in the project. Addition of project participants following initiation of a project shall require adoption of a resolution passed in accordance with B.2., Paragraph 5, of this Article. The votes allocated to the Delegate representing a project participant shall be equal to one hundred (100) times a fraction whose numerator shall equal the cost of the project to be borne by that project participant and whose denominator shall equal the total cost of the project, or pursuant to other methodology as approved by the project participants. Each weighted vote shall be rounded to the nearest whole number. In the event the Delegate is absent, the Alternate Delegate may cast the weighted votes for that project participant. In the absence of the Alternate Delegate, the project participant's vote shall not be cast at that meeting. The Authority shall decide any motion or question regarding a project by the majority vote of: I) the weighted votes of all Delegates in attendance, with a quorum present and 2) the majority of all Delegates in attendance, with a quorum present. In the event of a tie vote, the motion shall not pass. C. Quorum. A quorum shall consist of at least one-half(1/2) of the total number of Delegates. In the event a vote is to be taken on a project issue, a quorum shall also consist of at least one-half(1/2) of the total number of weighted votes of Delegates representing project participants. D. Non-Voting Representatives. An Alternate Delegate may only vote in the absence of the Delegate. An Ex-Officio representative shall not cast a vote on any issue before the Authority. Article X. Authority Meetings, Compensation. The Authority shall conduct an organizational meeting in January of each year and shall convene meetings as may be Page 3 of 11 pages MMWA Articles of Incorporation provided in the Authority's Bylaws. The Authority or the Chairperson may convene special meetings in accordance with the procedures set forth in the Authority's Bylaws. Delegates may be compensated for attendance at Authority meetings and for other designated services provided by the Delegate as shall be set forth in the Bylaws. Article XI. Fees and Charges. Each Participating Unit shall pay an annual membership fee as set forth in the Bylaws. The membership fee of any Participating Unit shall not exceed 0.2 mills multiplied by the state equalized valuation of all taxable real and personal property within that Participating Unit. The membership fee shall be due and payable on January 1 of each year. If a Participating Unit fails to pay its membership fee within sixty (60) days of the due date, it shall be placed on inactive status in accordance with Article XXIV. The membership fee shall be used to pay the administrative expenses of promoting, planning for and managing the water supply development of the Authority Area, and for enhancing the coordination and cooperation of governmental services related to water supply within the Authority Area. In addition to the membership fee stated above, the Authority may charge separate fees to a Participating Unit for services provided to the Participating Unit, as well as fees or charges for a Non-Participating Unit for services provided to the Non-Participating Unit. .Article XII. Taxation. The Authority shall not levy any taxes. The Authority may only assess such fees or charges as are provided for in Article XI. Article XIII. Contracts. The Authority may enter into contracts for the construction, acquisition or provision of regional water supply facilities and related services, in accordance with Article III. Article XIV. Officers. The Authority shall, at its organizational meeting in January each year, elect a Chairperson, Vice Chairperson, Secretary, and Treasurer for the ensuing fiscal year. The Chairperson and Vice Chairperson shall be Delegates to the Authority. The Secretary and Treasurer are not required to be Delegates to the Authority. The duties of these officers shall be prescribed by the Authority's Bylaws. Each officer shall serve for the fiscal year for which the officer was elected and thereafter until a successor is elected. Any officer may be removed at any time without cause upon the affirmative vote of two- thirds (2/3) of the total number of Delegates to the Authority. Article XV. Executive Director. Upon the recommendation of the Chairperson, the Authority may appoint an Executive Director, in accordance with such terms as it may prescribe, to serve at the pleasure and under the supervision of the Authority, as the Page 4 of 11 pages MMWA Articles cf:uierparation principal administrator for the Authority. The Executive Director shall have the powers and duties as provided in the Bylaws. The Executive Director shall not be a Delegate to the Authority. Article XVI. Executive Committee. An Executive Committee shall be established in accordance with this Article. A. Membership. The Executive Committee shall consist of five (5) Delegates plus the Executive Director (if one is appointed pursuant to Article XV). The Executive Director shall be a non-voting member of the committee. The Largest Participating Unit shall be a voting Delegate to the Executive Committee. The Chairperson and the Vice Chairperson shall automatically serve as two (2) of the five (5) voting Delegates to the Executive Committee. The remaining voting Delegates shall be selected by the Authority at its initial meeting of each fiscal year. B. Responsibilities. The Executive Committee shall: 1. review matters which are proposed for the agenda by the Chairperson and may offer recommendations to the Authority with regard to the items which are on each agenda: 2. review and make recommendations on the proposed budget to be approved by the Authority for each fiscal year; 3. review and make recommendations to the Authority on the work, goals and objectives presented to the Authority by any standing committees, and agencies which operate under the Authority; 4. undertake such other responsibilities as are delegated to the Executive Committee by the Authority, provided however that the Executive Committee shall have the power to bind the Authority by making expenditures or incurring obligations up to a cumulative total limit as specified in the Bylaws. However, all such expenditures or incurred obligations must be ratified by the Authority. Upon ratification of an obligation or expenditure by the Authority, the power of the Executive Committee to make expenditures or incur obligations shall be deemed restored up to that same cumulative total limit. The Executive Committee shall be empowered to take such actions as are delegated to it by the Authority, within the limitations as specified in the Bylaws, and take such emergency actions as may be necessary until a meeting of the Authority can be convened. In each instance, the actions of the Executive Committee shall be ratified, modified or overruled by the Authority at its next meeting following the action of the Executive Committee. C. Procedure. Procedures for convening meetings, voting of the Executive Committee, and other matters pertaining to the functions of the Executive Committee may be specified in the Bylaws. Page 5 of 11 pages 'eiMWA Arfic!e:s of Incorpor,-ition Article XVII. Budget. The Executive Director, or in the absence of an Executive Director, the Chairperson, shall, not later than October 1 of each year, prepare a proposed annual budget for the following fiscal year. Following review and recommendation by the Executive Committee, the Authority shall, on or before January 1 of each year, adopt the annual budget. Article XVIH. Standing Committees and Advisory Committees. The Authority may establish committees, including standing committees of the Authority and advisory committees, in accordance with the Authority's Bylaws. Article XIX. Creation of Bureaus and Divisions. The Authority may establish bureaus and divisions within the Authority to carry out its functions, and may refer to them as a bureau, division, agency, board or such other name as it shall find appropriate (individually referred to in these Articles as an '`Agency'). The Authority may bring into the Authority an Agency which was established outside of the Authority's auspices, by amending these Articles, in accordance with Article XXI and the Authority's Bylaws, to reflect any transfer agreement with that Agency. The method of establishing an Agency and delegating powers and responsibilities to an Agency shall be set forth in the Bylaws. Article XX. Bvlaws. The Authority shall have the right to adopt and amend Bylaws governing its procedure and functions, provided that the Bylaws are not in conflict with the terms of these Articles, the Act, or any other applicable statute. Bylaws shall be adopted and amended only upon a two-thirds vote of the Delegates to the Authority. Article XXI. .-amendment of Articles of Incorporation. Any proposed amendment to these Articles of Incorporation shall be mailed by first class mail to all Delegates and to the legislative bodies of all Participating Units belonging to the Authority not less than thirty (30) days prior to the date of the Authority meeting at which the proposed amendment will be considered. These Articles may be amended upon approval of: 1) a majority of the Delegates to the Authority, and 2) a majority of the members elected to and serving on the legislative body of each Participating Unit, except as otherwise provided in Section 7 and 1 1 of the Act and Article XXII hereof for addition of Local Governmental Units. Article XXII. Addition of Units. A city, township, or other entity may be added to the Authority after the Authority's incorporation upon compliance with Sections 7 and 1 1 of the Act and the amendment of these Articles of Incorporation to reflect that addition. Such compliance requires, at a minimum: I ) Adoption of a resolution by a vote of not less than 2/3 of the Delegates appointed to the Authority to accept the new unit, and. 2) Adoption of a resolution by a majority of the members elected to and serving on the legislative body of the unit to be added, stating that the unit desires to be added to the Page 6 of 11 pages MMWA Articles of Incorporation Authority, and it adopts the Articles of Incorporation as amended to reflect the addition of the Unit. After a Participating Unit has been added to the Authority, the Clerk of that Unit shall sign the Articles of Incorporation as amended on behalf of that Unit. Article XXIH. Withdrawal of Units. A Participating Unit may withdraw from the Authority (for purposes of this Article a "Withdrawing Unit"), subject to the requirements of Section 33 of the Act, upon delivery of six (6) months written notice to the Authority. In the event that the written notice of withdrawal is received by the Authority less than six (6) months before the end of the Authority's fiscal year, the Withdrawing Unit shall be liable for membership fees for the succeeding Authority fiscal year. No membership fees shall be returned to any Withdrawing Unit. However, all contractual rights acquired and obligations incurred by a Withdrawing Unit while it was a Participating Unit shall remain in full force and effect. The Withdrawing Unit shall remain liable for any monetary obligations incurred by the Withdrawing Unit prior to date of withdrawal. Article XXIV. Inactive Membership Status. Any Participating Unit which fails to pay its annual dues within sixty (60) days of the beginning of each fiscal year shall be deemed delinquent. A delinquent Participating Unit shall be placed on inactive status, its Delegate(s) shall not be entitled to vote, nor shall the Delegate nor the Delegate's vote be counted for quorum or voting purposes. Moreover, the Authority may prohibit the Delegate(s) of an inactive Participating Unit from participating in debates or discussions of the Authority or on any Agency operating under the Authority's auspices. The Participating Unit's inactive status shall be referred to the Executive Committee for appropriate action. Inactive status shall remain until all fees, including any penalties approved by the Authority, are paid in full. Inactive membership status shall not affect a Participating Unit's contractual obligations, obligations incurred while on inactive status, or commitment to pay monetary obligations as stated in Article XXIII. Article XXV. Adoption. Upon adoption of these Articles of Incorporation by the legislative body of each Participating Unit, such adoption shall be evidenced by an endorsement on the Articles by the Clerk of that Participating Unit as provided below. Upon adoption by the Participating Units, these Articles of Incorporation shall be filed by the Clerk of the Largest Participating Unit with the Secretary of State and the Clerk of each County in which a Participating Unit is located. Page 7 of 11 pages MMWA Ar[icks of Incorporation These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Bath Township at a meeting duly held on the day of , 1995. Date: , 1995 BATH TOWNSHIP By: Kathleen B. McQueen, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Delhi Township at a meeting duly held on the day of , 1995. Date: , 1995 DELHI TOWNSHIP By: Virginia Farr, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Delta Township at a meeting duly held on the day of / 1995. Date: -Y y 1995 DELTA TOWNSHIP By: 29 J �edder, MerV These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the Village of Dimondale at a meeting duly held on the day of 1995. Date: 1995 VILLAGE OF DIMONDALE By: Denise Parisian, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the City of East Lansing at a meeting duly held on the day of 1995. Date: , 1995 CITY OF EAST LANSING. By: Susan Donnell, Clerk Page 8 of 11 pages JNIMIWA Articles of Incorporation These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the City of Grand Ledge at a meeting duly held on the day of , 1995. Date: , 1995 CITY OF GRAND LEDGE By: Christine Hnatiw These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the City of Lansing at a meeting duly held on the day of 1995. Date: , 1995 CITY OF LANSING By: Marilyn Slade, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Lansing Township at a meeting duly held on the day of ,1995. Date: , 1995 LANSING TOWNSHIP By: Dorothy L. Johnston, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Meridian Township at a meeting duly held on the day of 1995. Date: 1995 MERIDIAN TOWNSHIP By: Virginia L. White, Clerk Page 9 of 11 pages N.'NiWA Articles of incorporation These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Oneida Township at a meeting duly held on the day of , 1995. Date: , 1995 ONEIDA TC, .iNSHIP By: Janet C. Schultz, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Vevay Township at a meeting duly held on the day of , 1995. Date: , 1995 VEVAY TOWNSHIP By: Susan C. Kosier These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Watertown Township at a meeting duly held on the day of 1995. Date: , 1995 WATERTOWN TOWNSHIP By: Phyllis Rathbun, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the Village of Webbervilie at a meeting duly held on the day of , 1995. Date: 1995 VILLAGE OF WEBBERVILLE By: Rosa Jones, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Wheatfield Township at a meeting duly held on the day of , 1995. Date: , 1995 WHEATFIELD TOWNSHIP By: Kathleen Webster, Clerk Page 10 of 11 pages %t:i'YV: Articles of Incorporation These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the City of Williamston at a meeting duly held on the day of , 1995. Date: , 1995 CITY OF WILLIAMSTON By: Alan Dolley, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Williamstown Township at a meeting duly held on the day of , 1995. Date: , 1995 WILLIAMSTOWN TOWNSHIP By: Shirley A. Graham, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Windsor Township at a meeting duly held on the day of , 1995. Date: , 1995 WINDSOR TOWNSHIP By: Linda Towsley, Clerk Page 11 of 11 pages vPN S I Nc Office of City Clerk City of Lansing Marilynn Slade City Clerk November 30, 1995 Ms. Helen Kruger Office of the Great Seal Michigan Department of State 717 West Allegan Lansing, MI 48918-1750 Dear Ms. Kruger: The Articles of Incorporation of the Mid-Michigan Water Authority, adopted by the participating local governmental units, as authorized under and pursuant to Act 292 of the Michigan Public Acts of 1989, are being submitted to your office for filing. Evidence of adoption of the Articles is shown by an endorsement on the enclosed original by each clerk of the local governmental unit. Please complete and return the enclosed Certificate and Acknowledgment of Filing, together with a "true copy" of the Articles of Incorporation of the Mid-Michigan Water Authority, for our records. Thank you for your attention to this matter. Very truly yours, Marilynn Slade City Clerk Enclosures Ninth Floor, City Hall, 124 W. Michigan Ave., Lansing, MI 48933-1695 • 517-483-4131 • 517-483-6066 FAX 81 MMWA Articles of Incorporation ARTICLES OF INCORPORATION of the MID-MICHIGAN WATER AUTHORITY These Articles of Incorporation are adopted and executed by the incorporating units, Bath Township, Delhi Township, Delta Township, Village of Dimondale, City of East Lansing, City of Grand Ledge, City of Lansing, Lansing Township, Meridian Township, Oneida Township, Vevay Township, Watertown Township, Village of Webberville,Wheatfield Township, City of Williamston,Williamstown Township, and Windsor Township,for the purpose of creating a Metropolitan Council pursuant to the provisions of Act No. 292 of the Michigan Public Acts of 1989 (the "Act"). Article I. Name. The name of this Metropolitan Council shall be the Mid-Michigan Water Authority ("Authority"). Article 11. Names of Incorporating_Units. The Incorporating Units of government creating the Authority are identified as follows: Bath Township, Delhi Township, Delta Township, Village of Dimondale, City of East Lansing, City of Grand Ledge, City of Lansing, Lansing Township, Meridian Township, Oneida Township, Vevay Township, Watertown Township, Village of Webberville, Wheatfield Township, City of Williamston, Williamstown Township, and Windsor Township. The signatories to this document are hereinafter referred to as "Participating Units". Article III. Purpose. The purpose of this Authority is to, through the use of the powers authorized by the Act,plan, promote, finance, issue bonds for, acquire, improve, enlarge, extend, own, construct, operate, repair,replace, or contract for public improvements and services associated with a regional public water supply system; to contract with any Participating Unit or Non-Participating entity as provided for by law, to provide or receive any or all such services; to promote educational activities related to such services; and to facilitate regional planning for protection of regional water resources. Article IV. Corporate Body; Authority Area. This Authority shall be a body corporate with power to sue and be sued in any court of this State. The Authority area shall be the geographic area of all Participating Units ("Authority Area"). Page 1 of 11 pages MMWA Articles of Incorporation Article V. Authority. This Authority is an authority under Section 6 of Article IX of the 1963 Michigan Constitution. Article VI. Fiscal Year. The fiscal year of this Authority shall commence on the first day of January, in each year, and end on the thirty-first day of the following December. Article VII. Powers of Authority. The Authority shall possess all powers which are authorized by the Act. The Authority shall possess all the powers necessary for carrying out the purposes of its formation. Notwithstanding anything herein to the contrary, the Authority shall only possess and exercise powers with respect to the public improvement and services of a regional public water supply system. Article VIII. Issuance Of Bonds. For the purpose of defraying the project costs of a project, the Authority may issue bonds or revenue bonds pursuant to the Act or pursuant to other state law. Article M Authority Organization. A. Delegates,• Representation of Participating Units. The Authority shall be governed in accordance with the Act and as set forth in Article IX and Article X and in accordance with duly adopted Bylaws. The Authority shall be comprised of Participating Unit Delegates who shall be appointed to the Authority in the manner stated in these Articles ("Delegate"). Each Participating Unit shall appoint one (1) Delegate to the Authority, and one (1) alternate Delegate ("Alternate Delegate") to act in the absence of the Delegate. The legislative body of each Participating Unit shall appoint its Delegate(s) in such manner as it shall determine. Each Delegate and Alternate Delegate shall serve at the pleasure of the legislative body of the Participating Unit, or its designee. In the event of a vacancy in the office of the Delegate or Alternate Delegate representing a Participating.Unit, the legislative body of the Participating Unit, or its designee, shall fill the vacancy. Neither a vacancy in the office of a Delegate, nor failure to appoint a Delegate or Alternate Delegate shall impair the rights of the Authority to exercise all the rights and perform all the duties of the Authority. The Authority may also include ex-officio representatives from such agencies as State and Local Health Departments, Tri-County Regional Planning Commission, US Geological Survey, Department of Natural Resources, and others as determined by the Authority. B. Voting. Each Delegate shall cast a vote as stated in this Article. 1. For General Issues Before The Authority. Each Delegate shall cast one vote. In the event the Delegate from a Participating Unit is absent, the Alternate Delegate may cast that Participating Unit's vote. In the absence of an Page 2 of 11 pages MMWA Articles of Incorporation Alternate Delegate, that Unit's vote shall not be cast at that meeting. Except as otherwise provided in these Articles, a majority vote of Delegates in attendance with a quorum shall pass general issues. In the event of a tie vote, the motion shall not pass. 2. For Issues Specific To A Project. A project may be proposed by a Participating Unit, or any combination of Participating Units and thereafter decisions on matters relating to the project will be subject to a weighted vote by the Delegates representing project participants, and a majority vote of Delegates in attendance, in accordance with this Article. A project shall be initiated by a resolution of the Authority and the resolution shall designate all project participants, and the scope and extent of the project. The project may include, as participants, both Participating Units, and Non- Participating Units. However, no project may include a Participating Unit which did not agree to participate in the project. Addition of project participants following initiation of a project shall require adoption of a resolution passed in accordance with B.2., Paragraph 5, of this Article. The votes allocated to the Delegate representing a project participant shall be equal to one hundred (100) times a fraction whose numerator shall equal the cost of the project to be borne by that project participant and whose denominator shall equal the total cost of the project, or pursuant to other methodology as approved by the project participants. Each weighted vote shall be rounded to the nearest whole number. In the event the Delegate is absent, the Alternate Delegate may cast the weighted votes for that project participant. In the absence of the Alternate Delegate, the project participant's vote shall not be cast at that meeting. The Authority shall decide any motion or question regarding a project by the majority vote of: 1) the weighted votes of all Delegates in attendance, with a quorum present and 2) the majority of all Delegates in attendance, with a quorum present. In the event of a tie vote, the motion shall not pass. C. Quorum. A quorum shall consist of at least one-half(1/2) of the total number of Delegates. In the event a vote is to be taken on a project issue, a quorum shall also consist of at least one-half(1/2) of the total number of weighted votes of Delegates representing project participants. D. Non-Voting Representatives. An Alternate Delegate may only vote in the absence of the Delegate. An Ex-Officio representative shall not cast a vote on any issue before the Authority. Article X. Authority Meetings, Compensation. The Authority shall conduct an organizational meeting in January of each year and shall convene meetings as may be Page 3 of 11 pages MMWA Articles of Incorporation provided in the Authority's Bylaws. The Authority or the Chairperson may convene special meetings in accordance with the procedures set forth in the Authority's Bylaws. Delegates may be compensated for attendance at Authority meetings and for other designated services provided by the Delegate as shall be set forth in the Bylaws. Article XI. Fees and Charges. Each Participating Unit shall pay an annual membership fee as set forth in the Bylaws. The membership fee of any Participating Unit shall not exceed 0.2 mills multiplied by the state equalized valuation of all taxable real and personal property within that Participating Unit. The membership fee shall be due and payable on January 1 of each year. If a Participating Unit fails to pay its membership fee within sixty (60)days of the due date, it shall be placed on inactive status in accordance with Article XXIV. The membership fee shall be used to pay the administrative expenses of promoting, planning for and managing the water supply development of the Authority Area, and for enhancing the coordination and cooperation of governmental services related to water supply within the Authority Area. In addition to the membership fee stated above, the Authority may charge separate fees to a Participating Unit for services provided to the Participating Unit, as well as fees or charges for a Non-Participating Unit for services provided to the Non-Participating Unit. Article XII. Taxation. The Authority shall not levy any taxes. The Authority may only assess such fees or charges as are provided for in Article XI. Article XIII. Contracts. The Authority may enter into contracts for the construction, acquisition or provision of regional water supply facilities and related services, in accordance with Article III. Article XIV. Officers. The Authority shall, at its organizational meeting in January each year, elect a Chairperson, Vice Chairperson, Secretary, and Treasurer for the ensuing fiscal year. The Chairperson and Vice Chairperson shall be Delegates to the Authority. The Secretary and Treasurer are not required to be Delegates to the Authority. The duties of these officers shall be prescribed by the Authority's Bylaws. Each officer shall serve for the fiscal year for which the officer was elected and thereafter until a successor is elected. Any officer may be removed at any time without cause upon the affirmative vote of two- thirds (2/3) of the total number of Delegates to the Authority. Article XV. Executive Director. Upon the recommendation of the Chairperson, the Authority may appoint an Executive Director, in accordance with such terms as it may prescribe, to serve at the pleasure and under the supervision of the Authority, as the Page 4 of 11 pages MMWA Articles of Incorporation principal administrator for the Authority. The Executive Director shall have the powers and duties as provided in the Bylaws. The Executive Director shall not be a Delegate to the Authority. Article XVI. Executive Committee. An Executive Committee shall be established in accordance with this Article. A. Membership. The Executive Committee shall consist of five (5)Delegates plus the Executive Director(if one is appointed pursuant to Article XV). The Executive Director shall be a non-voting member of the committee. The Largest Participating Unit shall be a voting Delegate to the Executive Committee. The Chairperson and the Vice Chairperson shall automatically serve as two (2) of the five (5) voting Delegates to the Executive Committee. The remaining voting Delegates shall be selected by the Authority at its initial meeting of each fiscal year. B. Responsibilities. The Executive Committee shall: 1. review matters which are proposed for the agenda by the Chairperson and may offer recommendations to the Authority with regard to the items which are on each agenda; 2. review and make recommendations on the proposed budget to be approved by the Authority for each fiscal year; 3. review and make recommendations to the Authority on the work, goals and objectives presented to the Authority by any standing committees, and agencies which operate under the Authority; 4. undertake such other responsibilities as are delegated to the Executive Committee by the Authority,provided however that the Executive Committee shall have the power to bind the Authority by making expenditures or incurring obligations up to a cumulative total limit as specified in the Bylaws. However, all such expenditures or incurred obligations must be ratified by the Authority. Upon ratification of an obligation or expenditure by the Authority, the power of the Executive Committee to make expenditures or incur obligations shall be deemed restored up to that same cumulative total limit. The Executive Committee shall be empowered to take such actions as are delegated to it by the Authority, within the limitations as specified in the Bylaws, and take such emergency actions as may be necessary until a meeting of the Authority can be convened. In each instance, the actions of the Executive Committee shall be ratified, modified or overruled by the Authority at its next meeting following the action of the Executive Committee. C. Procedure. Procedures for convening meetings, voting of the Executive Committee, and other matters pertaining to the functions of the Executive Committee may be specified in the Bylaws. Page 5 of 11 pages MMWA Articles of Incorporation Article XVII. Budget. The Executive Director, or in the absence of an Executive Director, the Chairperson, shall, not later than October 1 of each year, prepare a proposed annual budget for the following fiscal year. Following review and recommendation by the Executive Committee, the Authority shall, on or before January 1 of each year, adopt the annual budget. Article XVIII. Standing Committees and Advisory Committees. The Authority may establish committees, including standing committees of the Authority and advisory committees, in accordance with the Authority's Bylaws. Article XIX. Creation of Bureaus and Divisions. The Authority may establish bureaus and divisions within the Authority to carry out its functions, and may refer to them as a bureau,division, agency, board or such other name as it shall find appropriate (individually referred to in these Articles as an "Agency"). The Authority may bring into the Authority an Agency which was established outside of the Authority's auspices, by amending these Articles, in accordance with Article XXI and the Authority's Bylaws, to reflect any transfer agreement with that Agency. The method of establishing an Agency and delegating powers and responsibilities to an Agency shall be set forth in the Bylaws. Article XX,. Bylaws. The Authority shall have the right to adopt and amend Bylaws governing its procedure and functions,provided that the Bylaws are not in conflict with the terms of these Articles, the Act, or any other applicable statute. Bylaws shall be adopted and amended only upon a two-thirds (2/3) vote of the Delegates to the Authority. Article XXI. Amendment of Articles of Incorporation. Any proposed amendment to these Articles of Incorporation shall be mailed by first class mail to all Delegates and to the legislative bodies of all Participating Units belonging to the Authority not less than thirty (30) days prior to the date of the Authority meeting at which the proposed amendment will be considered. These Articles may be amended upon approval of: 1) a majority of the Delegates to the Authority, and 2) a majority of the members elected to and serving on the legislative body of each Participating Unit, except as otherwise provided in Section 7 and 11 of the Act and Article XXII hereof for addition of Local Governmental Units. Article XXII. Addition of Units. A city, township, or other entity may be added to the Authority after the Authority's incorporation upon compliance with Sections 7 and 11 of the Act and the amendment of these Articles of Incorporation to reflect that addition. Such compliance requires, at a minimum: 1) Adoption of a resolution by a vote of not less than two-thirds (2/3) of the Delegates appointed to the Authority to accept the new unit, and, 2) Adoption of a resolution by a majority of the members elected to and serving on the legislative body of the unit to be added, stating that the unit desires to be added to the Page 6 of 11 pages MMWA Articles of Incorporation Authority, and it adopts the Articles of Incorporation as amended to reflect the addition of the Unit. After a Participating Unit has been added to the Authority, the Clerk of that Unit shall sign the Articles of Incorporation as amended on behalf of that Unit. Article XXIII. Withdrawal of Units. A Participating Unit may withdraw from the Authority (for purposes of this Article a"Withdrawing Unit"), subject to the requirements of Section 33 of the Act, upon delivery of six (6) months written notice to the Authority. In the event that the written notice of withdrawal is received by the Authority less than six (6) months before the end of the Authority's fiscal year, the Withdrawing Unit shall be liable for membership fees for the succeeding Authority fiscal year. No membership fees shall be returned to any Withdrawing Unit. However, all contractual rights acquired and obligations incurred by a Withdrawing Unit while it was a Participating Unit shall remain in full force and effect. The Withdrawing Unit shall remain liable for any monetary obligations incurred by the Withdrawing Unit prior to date of withdrawal. Article XXIV. Inactive Membership Status. Any Participating Unit which fails to pay its annual dues within sixty (60) days of the beginning of each fiscal year shall be deemed delinquent. A delinquent Participating Unit shall be placed on inactive status, its Delegate(s) shall not be entitled to vote, nor shall the Delegate nor the Delegate's vote be counted for quorum or voting purposes. Moreover, the Authority may prohibit the Delegate(s) of an inactive Participating Unit from participating in debates or discussions of the Authority or on any Agency operating under the Authority's auspices. The Participating Unit's inactive status shall be referred to the Executive Committee for appropriate action. Inactive status shall remain until all fees, including any penalties approved by the Authority, are paid in full. Inactive membership status shall not affect a Participating Unit's contractual obligations, obligations incurred while on inactive status, or commitment to pay monetary obligations as stated in Article XXIII. Article XXV. Adoption. Upon adoption of these Articles of Incorporation by the legislative body of each Participating Unit, such adoption shall be evidenced by an endorsement on the Articles by the Clerk of that Participating Unit as provided below. Upon adoption by the Participating Units,these Articles of Incorporation shall be filed by the Clerk of the Largest Participating Unit with the Secretary of State and the Clerk of each County in which a Participating Unit is located. Page 7 of 11 pages MMWA Articles of Incorporation These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Bath Township at a rneedng duly held on the . day of e , 1995. Date: b , 1995 BATH TOWNSHIP L � By -9--- Ka leen B. McQueen, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the membUs serving o e legislative body of Delhi Township at a meeting duly held on the /J _day of , 1995. Date: yam, 9 , 1995 DELHI TOWNSHIP BY' -- Virginia , Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Delta Township at a meeting duly held on the -;2 / day of — , 1995. Date: �ZG7��_ 2 % , 1995 DELTA TOWNSHIP J�mce Vedder, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the Village of Dimondale at a meeting duly held on the lq* day of AuaU sr , 1995. Date: `01k) 22') , 1995 VILLAGE OF DIMONDALE A,41k,� A,l�W-Ct4j By: Denise Parisian, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the City of East Lansing at a meeting duly held on the day of , 1995. Date: , 1995 CITY OF EAST LANSING. C .Lhf'enf ronall�l IQF- 6�QNk) By: Susan Donnell, Clerk Page 8 of 11 pages MMWA Articles of Incorporation These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the City of Grand Ledge at a meeting duly held on the 1y�_day of fly , 1995. Date: 1995 CITY OF GRAND LEDGE By. Christine Hnatiw These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the le islative body of the City of Lansing at a meeting duly held on the1:�day of , 1995. Date: ,t/ y , 1995 CITY OF LANSING By: �..1 l 0--- Marilynn Slad , Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the egislative body of Lansing Township at a meeting duly held on the -2-2n,."ay of ,1995. Date: � S , 1995 LANSING TOWNSHIP By: / Dorothy L. John ' , l� These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Meridian Township at a meeting duly held on the day of , 1995. Date: 11995 MERIDIAN TOWNSHIP 2htnf'iona/ly faft b(o�k By: Virginia L. White, Clerk Page 9 of 11 pages MMWA Articles of Incorporation These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Oneida Township at a meeting duly held on the day of , 1995. Date: , 1995 ONEIDA TOWNSHIP C �NttAfiOAa//y j,Eft 6W K) By: Janet C. Schultz, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Vevay Township at a meeting duly held on the day of , 1995. Date: , 1995 VEVAY TOWNSHIP C rhtr�r-;ohs/ly left blank) By: Susan C. Kosier These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Watertown Township at a meeting duly held on the day of , 1995. Date: 1995 WA1J✓RTOWN TOWNSHIP mntrn+;Nfial y left blank) By: Phyllis Rathbun, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the Village of Webberville at a meeting duly held on the 1 1 4 day of C QJ , 1995. Date: `fL--u . ;Z , 1995 VILLAGE OF WEBBERVILLE By: C[� Rosa Jones, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Wheatfield Township at a meeting duly held on the day of ' 1995. Date: , 1995 WHEATFIELD TOWNSHIP Thto'af,oaaq lef-t btQoire By: Kathleen Webster, Clerk Page 10 of 11 pages MMWA Articles of Incorporation These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the City of Williamston at a meeting duly held on the day of , 1995. Date: , 1995 CITY OF WILLIAMSTON C Th1`onf�ah�/y left b(an By: Y Alan Dolley, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Williamstown Township at a meeting duly held on the day of , 1995. Date: , 1995 WILLIAMSTOWN TOWNSHIP SnT-r an la ft b/anit By: Shirley A. Graham, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Windsor Township at a meeting duly held on the 'R l—'day o C , 1995. Date: I r-t ,Q 1995 WINDSOR TO SHIP By! �� bind wsley, Clerk Page 11 of 11 pages CERTIFICATES OF ACKNOWLEDGEMENT: MID-MICHIGAN WATER AUTHORITY ARTICLES OF INCORPORATION NAME DATE RETURNED Helen Kruger Office of Great Seal - ,�_ c Michigan Department of State Michael Bryanton f1.t,4-• Ingham County Clerk CIO Linda Twitchell l Eaton County Clerk Diane Zuker Clinton County Clerk aAj,,1C ji4 Christine Hnatiw 12/01/95 Cut Grand Ledge City Clerk W1 , Marilynn Slade 12/01/95 Lansing City Clerk CW a„z, Kathleen B. McQueen 12/04/95 Iv- Bath Township Clerk Virginia Farr _ Delhi Charter Township Clerk Janice Vedder 'Delta Charter Township Clerk Dorothy L. Johnston Lansing Charter Township Clerk :)jjg.,V Linda Towsley 12/01/95 Windsor Charter Township Clerk � �Denise Parisian UA)4 " Dimondale Village Clerk Rosa Jones Webberville Village Clerk Gti!,� CERTIFICATE AND ACKNOWLEDGMENT OF FILING The undersigned hereby certifies and acknowledges that the City of Lansing, Michigan, being the largest participating local governmental unit in the Mid-Michigan Water Authority, did on the 19 day of December 1995, file a printed copy of the Articles of Incorporation of the Mid-Michigan Water Authority, which were adopted and approved by the participating local governmental units on the date stated and evidenced by endorsements on the Articles by the clerks of the participating units. INGHAM COUNTY CLERK (SEAL) Michael Bryantor/ Dated: 1.2-19-95 , 1995 r-- P G) Return to: Marilynn Slade,City Clerk City of Lansing 124 W. Michigan Avenue Lansing,MI 48933 yP14 5 1 NC �r�CHIGr� Office of City Clerk City of Lansing Marilynn Slade City Clerk November 30, 1995 Mr. Michael Bryanton, Clerk County of Ingham South Jefferson Mason, Michigan 48854 Dear Mr. Bryanton: The Articles of Incorporation of the Mid-Michigan Water Authority, adopted by the participating local governmental units, as authorized under and pursuant to Act 292 of the Michigan Public Acts of 1989, are being submitted to your office for filing. Evidence of adoption of the Articles is shown by an endorsement on the enclosed original by each clerk of the local governmental unit. Please complete and return the enclosed Certificate and Acknowledgment of Filing, together with a "true copy" of the filed Articles of Incorporation of the Mid-Michigan Water Authority, for our records. Thank you for your attention to this matter. Very truly yours, Marilynn Slade City Clerk Enclosures Ninth Floor, City Hall, 124 W. Michigan Ave., Lansing, MI 48933-1695 • 517-483-4131 9 517-483-6066 FAX CERTIFICATE AND ACKNOWLEDGMENT OF FILING The undersigned hereby certifies and acknowledges that the City of Lansing, Michigan, being the largest participating local governmental unit in the Mid-Michigan Water Authority, did on the day of 1995, file a printed copy of the Articles of Incorporation of the Mid-Michigan Water Authority, which were adopted and approved by the participating local governmental units on the date stated and evidenced by endorsements on the Articles by the clerks of the participating units. INGHAM COUNTY CLERK (SEAL) Michael Bryanton Dated: , 1995 Return to: Marilynn Slade,City Clerk City of Lansing 124 W. Michigan Avenue Lansing,MI 48933 CERTIFICATE AND ACKNOWLEDGMENT OF FILING C ``P r P'l 12: 0 7 1 1,S!.,�. CITY CULEI IK _ "' it li The undersigned hereby certifies and acknowledges that the City of Lansing, Michigan, being the largest participating local governmental unit in the Mid-Michigan Water Authority, did on the Isl day of 1995, file a printed copy of the Articles of Incorporation of the Mid-Michigan Water Authority, which were adopted and approved by the participating local governmental units on the date stated and evidenced by endorsements on the Articles by the clerks of the participating units. EATON COUNTY CLERK (SEAL) "'�4ida M. Twitchell Dated: ���/�Fo��G�/� Z , 1995 of Nflo � �:.; -tiG,"IN 1c � �Of�hii1:`I DEC 0 1995 LI:NDA PA1. EAT Cat COW T Y CLERK Return to: Marilynn Slade,City Clerk City of Lansing 124 W. Michigan Avenue Lansing,MI 48933 *H1 Office of City Clerk City of Lansing Marilynn Slade City Clerk November 30, 1995 Ms. Linda Twitchell, Clerk County of Eaton 1045 Independence Boulevard Charlotte, Michigan 48813 Dear Ms. Twitchell: The Articles of Incorporation of the Mid-Michigan Water Authority, adopted by the participating local governmental units, as authorized under and pursuant to Act 292 of the Michigan Public Acts of 1989, are being submitted to your office for filing. Evidence of adoption of the Articles is shown by an endorsement on the enclosed original by each clerk of the local governmental unit. Please complete and return the enclosed Certificate and Acknowledgment of Filing, together with a "true copy" of the filed Articles of Incorporation of the Mid-Michigan Water Authority, for our records. Thank you for your attention to this matter. Very truly yours, Marilynn Slade City Clerk Enclosures Ninth Floor, City Hall, 124 W. Michigan Ave., Lansing, MI 48933-1695 • 517-483-4131 • 517-483-6066 FAX Y CERTIFICATE AND ACKNOWLEDGMENT OF FILING The undersigned hereby certifies and acknowledges that the City of Lansing, Michigan, being the largest participating local governmental unit in the Mid-Michigan Water Authority, did on the day of 1995, file a printed copy of the Articles of Incorporation of the Mid-Michigan Water Authority, which were adopted and approved by the participating local governmental units on the date stated and evidenced by endorsements on the Articles by the clerks of the participating units. EATON COUNTY CLERK (SEAL) Linda M. Twitchell Dated: , 1995 Return to: Marilynn Slade,City Clerk City of Lansing 124 W. Michigan Avenue Lansing,MI 48933 CERTIFICATE AND ACKNOWLEDGMENT OF FILING - Fi' ��• The undersigned hereby certifies and acknowledges that the City of Lansing, Michigan, cL being the largest participating local governmental unit in the Mid-Michigan Water Authority, did on the\,Q�, day of 1995, file a printed copy of the Articles of Incorporation of the Mid-Michigan Water Authority, which were adopted and approved by the participating local governmental units on the date stated and evidenced by endorsements on the Articles by the clerks of the participating units. CLINTON COUNTY CLERK C—)�=M CA-) (SEAL) Diane Zuk`(_j Dated: \ , 1995 FC.J r +.mod J Return to: Marilynn Slade,City Clerk City of Lansing 124 W. Michigan Avenue Lansing,MI 48933 MMWA Articles of Incorporation ARTICLES OF INCORPORATION of the MID-MICHIGAN WATER AUTHORITY These Articles of Incorporation are adopted and executed by the incorporating units, Bath Township,Delhi Township, Delta Township, Village of Dimondale, City of East Lansing, City of Grand Ledge, City of Lansing,Lansing Township, Meridian Township,Oneida Township, Vevay Township, Watertown Township, Village of Webberville,Wheatfield I "iTownship, Ci y or V`V' alilst011, Ve lllla111J liJ W11 1.0 i�ItIP a[t� vi t..Win�a 1��YT1JtiiY,cvr :.tom purpose of creating a Metropolitan Council pursuant to the provisions of Act No. 292 of the Michigan Public Acts of 1989 (the "Act"). Article I. Name. The name of this Metropolitan Council shall be the Mid-Michigan Water Authority ("Authority"). Article H. Names of Incorporating Units. The Incorporating Units of government creating the Authority are identified as follows: Bath Township, Delhi Township,Delta Township, Village of Dimondale, City of East Lansing, City of Grand Ledge, City of Lansing, Lansing Township, Meridian Township, Oneida Township, Vevay Township, Watertown Township, Village of Webberville,Wheatfield Township, City of Williamston, Williamstown Township, and Windsor Township. The signatories to this document are hereinafter referred to as "Participating Units". Article III. Purpose. The purpose of this Authority is to, through the use of the powers authorized by the Act,plan,promote, finance, issue bonds for, acquire, improve,enlarge, extend, own, construct, operate,repair,replace, or contract for public improvements and services associated with a regional public water supply system; to contract with any Participating Unit or Non-Participating entity as provided for by law, to provide or receive any or all such services; to promote educational activities related to such services; and to facilitate regional planning for protection of regional water resources. Article IV. Corporate Body: Authority Area. This Authority shall be a body corporate with power to sue and be sued in any court of this State. The Authority area shall be the geographic area of all Participating Units ("Authority Area"). Page 1 of 11 pages MMWA Articles of Incorporation Article V. Authority. This Authority is an authority under Section 6 of Article IX of the 1963 Michigan Constitution. Article VI. Fiscal Year. The fiscal year of this Authority shall commence on the first day of January, in each year, and end on the thirty-first day of the following December. Article VII. Powers of Authority. The Authority shall possess all powers which are authorized by the Act. The Authority shall possess all the powers necessary for carrying out the purposes of its formation. Notwithstanding anything herein to the contrary, the Authority shall only possess and exercise powers with respect to the public improvement and services of a regional public water supply system. Article VM. Issuance Of Bonds. For the purpose of defraying the project costs of a project, the Authority may issue bonds or revenue bonds pursuant to the Act or pursuant to other state law. Article IX. Authority Organization. A. Delegates,• Representation of Participating Units. The Authority shall be governed in accordance with the Act and as set forth in Article IX and Article X and in accordance with duly adopted Bylaws. The Authority shall be comprised of Participating Unit Delegates who shall be appointed to the Authority in the manner stated in these Articles ("Delegate"). Each Participating Unit shall appoint one (1) Delegate to the Authority, and one (1) alternate Delegate ("Alternate Delegate") to act in the absence of the Delegate. The legislative body of each Participating Unit shall appoint its Delegate(s) in such manner as it shall determine. Each Delegate and Alternate Delegate shall serve at the pleasure of the legislative body of the Participating Unit, or its designee. In the event of a vacancy in the office of the Delegate or Alternate Delegate representing a Participating Unit, the legislative body of the Participating Unit, or its designee, shall fill the vacancy. Neither a vacancy in the office of a Delegate, nor failure to appoint a Delegate or Alternate Delegate shall impair the rights of the Authority to exercise all the rights and perform all the duties of the Authority. The Authority may also include ex-officio representatives from such agencies as State and Local Health Departments, Tri-County Regional Planning Commission, US Geological Survey, Department of Natural Resources, and others as determined by the Authority. B. Voting. Each Delegate shall cast a vote as stated in this Article. 1. For General Issues Before The Authority. Each Delegate shall cast one vote. In the event the Delegate from a Participating Unit is absent, the Alternate Delegate may cast that Participating Unit's vote. In the absence of an Page 2 of 11 pages MMWA Articles of Incorporation Alternate Delegate, that Unit's vote shall not be cast at that meeting. Except as otherwise provided in these Articles, a majority vote of Delegates in attendance with a quorum shall pass general issues. In the event of a tie vote, the motion shall not pass. 2. For Issues Specific To A Project. A project may be proposed by a Participating Unit, or any combination of Participating Units and thereafter decisions on matters relating to the project will be subject to a weighted vote by the Delegates representing project participants, and a majority vote of Delegates in attendance, in accordance with this Article. A project shall be initiated by a resolution of the Authority and the resolution shall designate all project participants, and the scope and extent of the project. The project may include, as participants, both Participating Units, and Non- Participating Units. However, no project may include a Participating Unit which did not agree to participate in the project. Addition of project participants following initiation of a project shall require adoption of a resolution passed in accordance with B.2., Paragraph 5, of this Article. The votes allocated to the Delegate representing a project participant shall be equal to one hundred (100) times a fraction whose numerator shall equal the cost of the project to be borne by that project participant and whose denominator shall equal the total cost of the project, or pursuant to other methodology as approved by the project participants. Each weighted vote shall be rounded to the nearest whole number. In the event the Delegate is absent, the Alternate Delegate may cast the weighted votes for that project participant. In the absence of the Alternate Delegate, the project participant's vote shall not be cast at that meeting. The Authority shall decide any motion or question regarding a project by the majority vote of: 1) the weighted votes of all Delegates in attendance, with a quorum present and 2) the majority of all Delegates in attendance, with a quorum present. In the event of a tie vote, the motion shall not pass. .tee 7 r 1 if 1 /n♦ r 7,.�� .mil C. uorum. A quorum shall consist or at least one-half (1/2) of the total ri rnuc of Delegates. In the event a vote is to be taken on a project issue, a quorum shall also consist of at least one-half(1/2) of the total number of weighted votes of Delegates representing project participants. D. Non-Voting Representatives. An Alternate Delegate may only vote in the absence of the Delegate. An Ex-Officio representative shall not cast a vote on any issue before the Authority. Article X. Authority Meetings, Compensation. The Authority shall conduct an organizational meeting in January of each year and shall convene meetings as may be Page 3 of 11 pages MMWA Articles of Incorporation provided in the Authority's Bylaws. The Authority or the Chairperson may convene special meetings in accordance with the procedures set forth in the Authority's Bylaws. Delegates may be compensated for attendance at Authority meetings and for other designated services provided by the Delegate as shall be set forth in the Bylaws. Article XI. Fees and Charges. Each Participating Unit shall pay an annual membership fee as set forth in the Bylaws. The membership fee of any Participating Unit shall not exceed 0.2 mills multiplied by the state equalized valuation of all taxable real and personal property within that Participating Unit. The membership fee shall be due and payable on January 1 of each year. If a Participating Unit fails to pay its membership fee within sixty (60) days of the due date, it shall be placed on inactive status in accordance with Article XXJw. The membership fee shall be used to pay the administrative expenses of promoting, planning for and managing the water supply development of the Authority Area, and for enhancing the coordination and cooperation of governmental services related to water supply within the Authority Area. In addition to the membership fee stated above, the Authority may charge separate fees to a Participating Unit for services provided to the Participating Unit, as well as fees or charges for a Non-Participating Unit for services provided to the Non-Participating Unit. Article XH. Taxation. The Authority shall not levy any taxes. The Authority may only assess such fees or charges as are provided for in Article XI. Article XIII. Contracts. The Authority may enter into contracts for the construction, acquisition or provision of regional water supply facilities and related services, in accordance with Article 111. Article XIV. Officers. The Authority shall, at its organizational meeting in January each year, elect a Chairperson, Vice Chairperson, Secretary, and Treasurer for the ensuing fiscal year. The Chairperson and Vice Chairperson shall be Delegates to the Authority. The Secretary and Treasurer are not required to be Delegates to the Authority. The duties of these officers shall be prescribed by the Authority's Bylaws. Each officer shall serve for the fiscal year for which the officer was elected and thereafter until a successor is elected. Any officer may be removed at any time without cause upon the affirmative vote of two- thirds (2/3) of the total number of Delegates to the Authority. Article XV. Executive Director. Upon the recommendation of the Chairperson, the Authority may appoint an Executive Director, in accordance with such terms as it may prescribe, to serve at the pleasure and under the supervision of the Authority, as the Page 4 of 11 pages MMWA Articles of Incorporation principal administrator for the Authority. The Executive Director shall have the powers and duties as provided in the Bylaws. The Executive Director shall not be a Delegate to the Authority. Article XVI. Executive Committee. An Executive Committee shall be established in accordance with this Article. A. Membership. The Executive Committee shall consist of five (5) Delegates plus the Executive Director (if one is appointed pursuant to Article XV). The Executive Director shall be a non-voting member of the committee. The Largest Participating Unit shall be a voting Delegate to the Executive Committee. The Chairperson and the Vice Chairperson shall automatically serve as two (2) of the five (5) voting Delegates to the Executive Committee. The remaining voting Delegates shall be, selecMd by the Authority at its ir'iitiGal:reettnb cf each fiscal year. B. Responsibilities. The Executive Committee shall: 1. review matters which are proposed for the agenda by the Chairperson and may offer recommendations to the Authority with regard to the items which are on each agenda; 2. review and make recommendations on the proposed budget to be approved by the Authority for each fiscal year; 3. review and make recommendations to the Authority on the work, goals and objectives presented to the Authority by any standing committees, and agencies which operate under the Authority; 4. undertake such other responsibilities as are delegated to the Executive Committee by the Authority,provided however that the Executive Committee shall have the power to bind the Authority by making expenditures or incurring obligations up to a cumulative total limit as specified in the Bylaws. However, all such expenditures or incurred obligations must be ratified by the Authority. Upon ratification of an obligation or expenditure by the Authority, the power of the Executive Committee to make expenditures or incur obligations shall be deemed restored up to that same cumulative total limit. The Executive Committee shall be empowered to take such actions as are delegated to it by the Authority, within the limitations as specified in the Bylaws, and take such emergency actions as may be necessary until a meeting of the Authority can be convened. In each instance, the actions of the Executive Committee shall be ratified, modified or overruled by the Authority at its next meeting following the action of the Executive Committee. C. Procedure. Procedures for convening meetings, voting of the Executive Committee, and other matters pertaining to the functions of the Executive Committee may be specified in the Bylaws. Page 5 of 11 pages MMWA Articles of Incorporation Article XVII. Budget. The Executive Director, or in the absence of an Executive Director, the Chairperson, shall, not later than October 1 of each year, prepare a proposed annual budget for the following fiscal year. Following review and recommendation by the Executive Committee, the Authority shall, on or before January 1 of each year, adopt the annual budget. Article XVIII. Standing Committees and Advisory Committees. The Authority may establish committees, including standing committees of the Authority and advisory committees,in accordance with the Authority's Bylaws. Article XIX. Creation of Bureaus and Divisions. The Authority may establish bureaus and divisions widiiti the Authority to carry out its functions, and may refer to them as a bureau, division, agency, board or such other name as it shall find appropriate (individually referred to in these Articles as an "Agency"). The Authority may bring into the Authority an Agency which was established outside of the Authority's auspices, by amending these Articles, in accordance with Article XXI and the Authority's Bylaws, to reflect any transfer agreement with that Agency. The method of establishing an Agency and delegating powers and responsibilities to an Agency shall be set forth in the Bylaws. Article XX. Bylaws. The Authority shall have the right to adopt and amend Bylaws governing its procedure and functions, provided that the Bylaws are not in conflict with the terms of these Articles, the Act, or any other applicable statute. Bylaws shall be adopted and amended only upon a two-thirds (2/3) vote of the Delegates to the Authority. Article XXI. Amendment of Articles of Incorporation. Any proposed amendment to these Articles of Incorporation shall be mailed by first class mail to all Delegates and to the legislative bodies of all Participating Units belonging to the Authority not less than thirty (30) days prior to the date of the Authority meeting at which the proposed amendment will be considered. These Articles may be amended upon approval of: 1) a majority of the Delegates to the Authority, and 2) a majority of the members elected to and serving on the legislative body of each Participating Unit, except as otherwise provided in Section 7 and 11 of the Act and Article XXII hereof for addition of Local Governmental Units. Article XXII. Addition of Units. A city, township, or other entity may be added to the Authority after the Authority's incorporation upon compliance with Sections 7 and 11 of the Act and the amendment of these Articles of Incorporation to reflect that addition. Such compliance requires, at a minimum: 1) Adoption of a resolution by a vote of not less than two-thirds (2/3) of the Delegates appointed to the Authority to accept the new unit, and, 2) Adoption of a resolution by a majority of the members elected to and serving on the legislative body of the unit to be added, stating that the unit desires to be added to the Page 6 of 11 pages MMWA Articles of Incorporation Authority, and it adopts the Articles of Incorporation as amended to reflect the addition of the Unit. After a Participating Unit has been added to the Authority,the Clerk of that Unit shall sign the Articles of Incorporation as amended on behalf of that Unit. Article XXIII. Withdrawal of Units. A Participating Unit may withdraw from the Authority (for purposes of this Article a "Withdrawing Unit"), subject to the requirements of Section 33 of the Act, upon delivery of six (6) months written notice to the Authority. In the event that the written notice of withdrawal is received by the Authority less than six (6) months before the end of the Authority's fiscal year, the Withdrawing Unit shall be liable for membership fees for the succeeding Authority fiscal year. No membership fees shall be returned to any Withdrawing Unit. However, all contractual rights acquired and obligations incurred by a Withdrawing Unit while it Was a Participating %Jlrit shah' remain in full force and effect. The Withdrawing Unit shall remain liable for any monetary obligations incurred by the Withdrawing Unit prior to date of withdrawal. Article XXIV. Inactive Membership Status. Any Participating Unit which fails to pay its annual dues within sixty (60) days of the beginning of each fiscal year shall be deemed delinquent. A delinquent Participating Unit shall be placed on inactive status, its Delegate(s) shall not be entitled to vote, nor shall the Delegate nor the Delegate's vote be counted for quorum or voting purposes. Moreover, the Authority may prohibit the Delegate(s) of an inactive Participating Unit from participating in debates or discussions of the Authority or on any Agency operating under the Authority's auspices. The Participating Unit's inactive status shall be referred to the Executive Committee for appropriate action. Inactive status shall remain until all fees, including any penalties approved by the Authority, are paid in full. Inactive membership status shall not affect a Participating Unit's contractual obligations, obligations incurred while on inactive status, or commitment to pay monetary obligations as stated in Article XXIII. Article XXV. Adoption. Upon adoption of these Articles of Incorporation by the legislative body of each Participating Unit, such adoption shall be evidenced by an endorsement on the Articles by the Clerk of that Participating Unit as provided below. Upon adoption by the Participating Units, these Articles of Incorporation shall be filed by the Clerk of the Largest Participating Unit with the Secretary of State and the Clerk of each County in which a Participating Unit is located. Page 7 of 11 pages MMWA Articles of Incorporation These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Bath Township at a meeting duly held on the day of Me , 1995. Date: 6 V , 1995 BATH TOWNSHIP yle�— �—& Ka Teen B. McQueen, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the membgSe serving qji4he legislative body of Delhi Township at a meeting duly held on the If _day of , 1995. Date: >Y4eJ. Z9 , 1995 DELHI TOWNSHIP By' -- Virginia�C�Ierk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Delta Township at a meeting duly held on the .-;2/ day of — , 1995. Date: ;�7C7,/_ �/ , 1995 DELTA TOWNSHIP t4nice Vedder, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the Village of Dimondale at a meeting duly held on the /If* day of Ayq u sr , 1995. Date: �t(�. i 995 VILLAGE v^i DIMONDALE By: Denise Parisian, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the City of East Lansing at a meeting duly held on the day of , 1995. Date: , 1995 CITY OF EAST LANSING. C 1hf'en�r ohal y ION- 6(Qn L) By: Susan Donnell, Clerk Page 8 of 11 pages MMWA Articles of Incorporation These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the City of Grand Ledge at a meeting duly held on the /�_day of 1995. Date: 1995 CITY OF GRAND LEDGE By: Christine Hnatiw These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the le islative body of the City of Lnsing at a meeting duly held on the h:iday of , 1995. J Date: 1995 CITY OF LANSING BY �.lC� Marilynn Slad , Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the egislative body of Lansing Township at a meeting duly held on the -2-'2e7../-day of ,1995. Date: V5 , 1995 LANSING TOWNSHIP By: Dorothy L.John ,` l�r These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Meridian Township at a meeting duly held on the day of , 1995. Date: , 1995 MERIDIAN TOWiv SHIP 21%trnf1'ono1( left b(Qnk By: Virginia L. White, Clerk Page 9 of 11 pages MMWA Articles of Incorporation These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Oneida Township at a meeting duly held on the day of , 1995. Date: , 1995 ONEIDA TOWNSHIP zMtret�ona/� Icft b(oA K) By: Janet C. Schultz, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Vevay Township at a meeting duly held on rile day of , i995. Date: , 1995 VEVAY TOWNSHIP C 1k-h tt;oA.ny left blend By: Susan C. Kosier These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Watertown Township at a meeting duly held on the day of , 1995. Date: , 1995 WATERTOWN TOWNSHIP T.y+fii�f-��Mal� left blank) By: Phyllis Rathbun, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the Village of Webberville at a meeting duly held on the 1 I A day of C d , 1995. Date: C , 1995 VILLAGE 01-WEB ERVILL E By: CCU Rosa Jones, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Wheatfield Township at a meeting duly held on the day of 51995. Date: , 1995 WHEATFIELD TOWNSHIP Th9`iof"OM0 � left bt'cNK ./ By: Kathleen Webster, Clerk Page 10 of 11 pages MMWA Articles of Incorporation These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the City of Williamston at a meeting duly held on the day of , 1995. Date: , 1995 CITY OF WILLIAMSTON ( Thtoht,'emaq left b(air K) By: Alan Dolley, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Williamstown Township at a meeting duly held on the day of 1995. Date: , 1995 WILLIAMSTOWN TOWNSHIP �Mrre ;anoly IQ fr- b/anK By: Shirley A. Graham, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Windsor Township at a meeting duly held on the IRT— day o , 1995. Date: r c o , 1995 WINDSOR TO SHIP By' - .n wsley, Clerk Page 11 of 11 pages , 'tlSIJV �r�CHIC, Office of City Clerk City of Lansing Marilynn Slade City Clerk November 30, 1995 Ms. Diane Zuker, Clerk County of Clinton Post Office Box 435 St. Johns, Michigan 48879 Dear Ms. Zuker: The Articles of Incorporation of the Mid-Michigan Water Authority, adopted by the participating local governmental units, as authorized under and pursuant to Act 292 of the Michigan Public Acts of 1989, are being submitted to your office for filing. Evidence of adoption of the Articles is shown by an endorsement on the enclosed original by each clerk of the local governmental unit. Please complete and return the enclosed Certificate and Acknowledgment of Filing, together with a "true copy' of the filed Articles of Incorporation of the Mid-Michigan Water Authority, for our records. Thank you for your attention to this matter. Very truly yours, Marilynn Slade City Clerk Enclosures Ninth Floor, City Hall, 124 W. Michigan Ave., Lansing, MI 48933-1695 • 517-483-4131 517-483-6066 FAX Y ��i CERTIFICATE AND ACKNOWLEDGMENT OF FILING The undersigned hereby certifies and acknowledges that the City of Lansing, Michigan, being the largest participating local governmental unit in the Mid-Michigan Water Authority, did on the day of 1995, file a printed copy of the Articles of Incorporation of the Mid-Michigan Water Authority, which were adopted and approved by the participating local governmental units on the date stated and evidenced by endorsements on the Articles by the clerks of the participating units. CLINTON COUNTY CLERK (SEAL) Diane Zuker Dated: , 1995 Return to: Marilynn Slade,City Clerk City of Lansing 124 W. Michigan Avenue Lansing,MI 48933 CERTIFICATE AND ACKNOWLEDGMENT OF FILING Ci i f CL IERR" The undersigned hereby certifies and acknowledges that the City of Lansing, Michigan, being the largest participating local governmental unit in the Mid-Michigan Water Authority, did on the =day of 1995, file a printed copy of the Articles of Incorporation of the Mid-Michigan Water Authority, which were adopted and approved by the participating local governmental units on the date stated and evidenced by endorsements on the Articles by the clerks of the participating units. CITY OF GRAND LEDGE (SEAL) Christine Hnatiw, Clerk Dated: / , 1995 Return to: Marilynn Slade, City Clerk City of Lansing 124 W. Michigan Avenue Lansing,MI 48933 NS/,�, ti C ��CHIGr� Office of City Clerk City of Lansing Marilynn Slade City Clerk November 30, 1995 Ms. Christine Hnatiw, Clerk City of Grand Ledge 200 East Jefferson, City Hall Grand Ledge, Michigan 48837 Dear Ms. Hnatiw: The Articles of Incorporation of the Mid-Michigan Water Authority, adopted by the participating local governmental units, as authorized under and pursuant to Act 292 of the Michigan Public Acts of 1989, are being submitted to your office for filing. Evidence of adoption of the Articles is shown by an endorsement on the enclosed original by each clerk of the local governmental unit. Please complete and return the enclosed Certificate and Acknowledgment of Filing, together with a "true copy" of the filed Articles of Incorporation of the Mid-Michigan Water Authority, for our records. Thank you for your attention to this matter. Very truly yours, Marilynn Slade City Clerk Enclosures Ninth Floor, City Hall, 124 W. Michigan Ave., Lansing, MI 48933-1695 • 517-483-4131 • 517-483-6066 FAX Y CERTIFICATE AND ACKNOWLEDGMENT OF FILING The undersigned hereby certifies and acknowledges that the City of Lansing, Michigan, being the largest participating local governmental unit in the Mid-Michigan Water Authority, did on the day of 1995, file a printed copy of the Articles of Incorporation of the Mid-Michigan Water Authority, which were adopted and approved by the participating local governmental units on the date stated and evidenced by endorsements on the Articles by the clerks of the participating units. CITY OF GRAND LEDGE (SEAL) Christine Hnatiw, Clerk Dated: , 1995 Return to: Marilynn Slade,City Clerk City of Lansing 124 W. Michigan Avenue Lansing,MI 48933 CERTIFICATE AND ACKNOWLEDGMENT OF FILING The undersigned hereby certifies and acknowledges that the City of Lansing, Michigan, being the largest participating local governmental unit in the Mid-Michigan Water Authority, did on the S� day of 1995, file a printed copy of the Articles of Incorporation of the Mid-Michigan Water Authority, which were adopted and approved by the participating local governmental units on the date stated and evidenced by endorsements on the Articles by the clerks of the participating units. CITY OF LANSING (SEAL) ncuAwwuC Marilynn Slade, ''Jerk Dated: 2 + , 1995 Return to: Marilynn Slade, City Clerk City of Lansing 124 W. Michigan Avenue Lansing,MI 48933 NS1^, y C �r HCHIGP$ Office of City Clerk City of Lansing Marilynn Slade City Clerk November 30, 1995 Ms. Marilynn Slade, City Clerk City of Lansing City Hall, 9th Floor 124 West Michigan Avenue Lansing, Michigan 48933-1695 Dear Ms. Slade: The Articles of Incorporation of the Mid-Michigan Water Authority, adopted by the participating local governmental units, as authorized under and pursuant to Act 292 of the Michigan Public Acts of 1989, are being submitted to your office for filing. Evidence of adoption of the Articles is shown by an endorsement on the enclosed original by each clerk of the local governmental unit. Please complete and return the enclosed Certificate and Acknowledgment of Filing, together with a "true copy" of the filed Articles of Incorporation of the Mid-Michigan Water Authority, for our records. Thank you for your attention to this matter. Very truly yours, Marilynn Slade City Clerk Enclosures Ninth Floor, City Hall, 124 W. Michigan Ave., Lansing, MI 48933-1695 • 517-483-4131 517-483-6066 FAX al `.P�lSINC �t�CHIGP� Office of City Clerk City of Lansing Marilynn Slade City Clerk November 30, 1995 Ms. Marilynn Slade, City Clerk City of Lansing City Hall, 9th Floor 124 West Michigan Avenue Lansing, Michigan 48933-1695 Dear Ms. Slade: The Articles of Incorporation of the Mid-Michigan Water Authority, adopted by the participating local governmental units, as authorized under and pursuant to Act 292 of the Michigan Public Acts of 1989, are being submitted to your office for filing. Evidence of adoption of the Articles is shown by an endorsement on the enclosed original by each clerk of the local governmental unit. Please complete and return the enclosed Certificate and Acknowledgment of Filing, together with a "true copy" of the filed Articles of Incorporation of the Mid-Michigan Water Authority, for our records. Thank you for your attention to this matter. Very truly yours, Marilynn Slade City Clerk Enclosures Ninth Floor, City Hall, 124 W. Michigan Ave., Lansing, MI 48933-1695 • 517-483-4131 • 517-483-6066 FAX r CERTIFICATE AND ACKNOWLEDGMENT OF FILING The undersigned hereby certifies and acknowledges that the City of Lansing, Michigan, being the largest participating local governmental unit in the Mid-Michigan Water Authority, did on the day of 1995, file a printed copy of the Articles of Incorporation of the Mid-Michigan Water Authority, which were adopted and approved by the participating local governmental units on the date stated and evidenced by endorsements on the Articles by the clerks of the participating units. CITY OF LANSING (SEAL) Marilynn Slade, Clerk Dated: , 1995 Return to: Marilynn Slade,City Clerk City of Lansing 124 W. Michigan Avenue Lansing,MI 48933 MMWA Articles of Incorporation ARTICLES OF INCORPORATION of the MID-MICHIGAN WATER AUTHORITY These Articles of Incorporation are adopted and executed by the incorporating units, Bath Township, Delhi Township, Delta Township, Village of Dimondale, City of East Lansing, City of Grand Ledge, City of Lansing,Lansing Township, Meridian Township,Oneida Township, Vevay Township,Watertown Township, Village of Webberville, Wheatfield Township, City of Williamston,Williamstown Township, and Windsor Township,for the purpose of creating a Metropolitan Council pursuant to the provisions of Act No. 292 of the Michigan Public Acts of 1989 (the"Act"). Article I. Name. The name of this Metropolitan Council shall be the Mid-Michigan Water Authority ("Authority"). Article II. Names of Incorporating Units. The Incorporating Units of government creating the Authority are identified as follows: Bath Township,Delhi Township, Delta Township, Village of Dimondale, City of East Lansing, City of Grand Ledge, City of Lansing, Lansing Township, Meridian Township, Oneida Township, Vevay Township, Watertown Township, Village of Webberville, Wheatfield Township, City of Williamston, Williamstown Township, and Windsor Township. The signatories to this document are hereinafter referred to as "Participating Units". Article III. Purpose. The purpose of this Authority is to, through the use of the powers authorized by the Act,plan,promote, finance, issue bonds for, acquire, improve, enlarge, extend, own, construct, operate, repair,replace, or contract for public improvements and services associated with a regional public water supply system; to contract with any Participating Unit or Non-Participating entity as provided for by law, to provide or receive any or all such services; to promote educational activities related to such services; and to facilitate regional planning for protection of regional water resources. Article IV. Corporate Body: Authority Area. This Authority shall be a body corporate with power to sue and be sued in any court of this State. The Authority area shall be the geographic area of all Participating Units ("Authority Area"). Page 1 of 11 pages MMWA Articles of Incorporation Article V. Authority. This Authority is an authority under Section 6 of Article IX of the 1963 Michigan Constitution. Article VI. Fiscal Year. The fiscal year of this Authority shall commence on the first day of January, in each year, and end on the thirty-first day of the following December. Article VII. Powers of Authority. The Authority shall possess all powers which are authorized by the Act. The Authority shall possess all the powers necessary for carrying out the purposes of its formation. Notwithstanding anything herein to the contrary, the Authority shall only possess and exercise powers with respect to the public improvement and services of a regional public water supply system. Article VIII. Issuance Of Bonds. For the purpose of defraying the project costs of a project, the Authority may issue bonds or revenue bonds pursuant to the Act or pursuant to other state law. Article IX. Authority Organization. A. Delegates,• Representation of Participating Units. The Authority shall be governed in accordance with the Act and as set forth in Article IX and Article X and in accordance with duly adopted Bylaws. The Authority shall be comprised of Participating Unit Delegates who shall be appointed to the Authority in the manner stated in these Articles ("Delegate"). Each Participating Unit shall appoint one (1) Delegate to the Authority, and one (1) alternate Delegate ("Alternate Delegate") to act in the absence of the Delegate. The legislative body of each Participating Unit shall appoint its Delegate(s) in such manner as it shall determine. Each Delegate and Alternate Delegate shall serve at the pleasure of the legislative body of the Participating Unit, or its designee. In the event of a vacancy in the office of the Delegate or Alternate Delegate representing a Participating Unit, the legislative body of the Participating Unit, or its designee, shall fill the vacancy. Neither a vacancy in the office of a Delegate, nor failure to appoint a Delegate or Alternate Delegate shall impair the rights of the Authority to exercise all the rights and perform all the duties of the Authority. The Authority may also include ex-officio representatives from such agencies as State and Local Health Departments, Tri-County Regional Planning Commission, US Geological Survey, Department of Natural Resources, and others as determined by the Authority. B. Voting. Each Delegate shall cast a vote as stated in this Article. 1. For General Issues Before The Authority. Each Delegate shall cast one vote. In the event the Delegate from a Participating Unit is absent, the Alternate Delegate may cast that Participating Unit's vote. In the absence of an Page 2 of 11 pages MMWA Articles of Incorporation Alternate Delegate, that Unit's vote shall not be cast at that meeting. Except as otherwise provided in these Articles, a majority vote of Delegates in attendance with a quorum shall pass general issues. In the event of a tie vote, the motion shall not pass. 2. For Issues Specific To A Project. A project may be proposed by a Participating Unit, or any combination of Participating Units and thereafter decisions on matters relating to the project will be subject to a weighted vote by the Delegates representing project participants, and a majority vote of Delegates in attendance, in accordance with this Article. A project shall be initiated by a resolution of the Authority and the resolution shall designate all project participants, and the scope and extent of the project. The project may include, as participants, both Participating Units, and Non- Participating Units. However, no project may include a Participating Unit which did not agree to participate in the project. Addition of project participants following initiation of a project shall require adoption of a resolution passed in accordance with B.2., Paragraph 5, of this Article. The votes allocated to the Delegate representing a project participant shall be equal to one hundred (100) times a fraction whose numerator shall equal the cost of the project to be borne by that project participant and whose denominator shall equal the total cost of the project, or pursuant to other methodology as approved by the project participants. Each weighted vote shall be rounded to the nearest whole number. In the event the Delegate is absent, the Alternate Delegate may cast the weighted votes for that project participant. In the absence of the Alternate Delegate, the project participant's vote shall not be cast at that meeting. The Authority shall decide any motion or question regarding a project by the majority vote of: 1) the weighted votes of all Delegates in attendance, with a quorum present and 2) the majority of all Delegates in attendance, with a quorum present. In the event of a tie vote, the motion shall not pass. C. Quorum. A quorum shall consist of at least one-half(1/2) of the total number of Delegates. In the event a vote is to be taken on a project issue, a quorum shall also consist of at least one-half(1/2) of the total number of weighted votes of Delegates representing project participants. D. Non-Voting Representatives. An Alternate Delegate may only vote in the absence of the Delegate. An Ex-Officio representative shall not cast a vote on any issue before the Authority. Article X. Authority Meetings, Compensation. The Authority shall conduct an organizational meeting in January of each year and shall convene meetings as may be Page 3 of 11 pages MMWA Articles of Incorporation provided in the Authority's Bylaws. The Authority or the Chairperson may convene special meetings in accordance with the procedures set forth in the Authority's Bylaws. Delegates may be compensated for attendance at Authority meetings and for other designated services provided by the Delegate as shall be set forth in the Bylaws. Article XI. Fees and Charges. Each Participating Unit shall pay an annual membership fee as set forth in the Bylaws. The membership fee of any Participating Unit shall not exceed 0.2 mills multiplied by the state equalized valuation of all taxable real and personal property within that Participating Unit. The membership fee shall be due and payable on January 1 of each year. If a Participating Unit fails to pay its membership fee within sixty (60) days of the due date, it shall be placed on inactive status in accordance with Article XXIV. The membership fee shall be used to pay the administrative expenses of promoting, planning for and managing the water supply development of the Authority Area, and for enhancing the coordination and cooperation of governmental services related to water supply within the Authority Area. In addition to the membership fee stated above, the Authority may charge separate fees to a Participating Unit for services provided to the Participating Unit, as well as fees or charges for a Non-Participating Unit for services provided to the Non-Participating Unit. Article XII. Taxation. The Authority shall not levy any taxes. The Authority may only assess such fees or charges as are provided for in Article XI. Article XIII. Contracts. The Authority may enter into contracts for the construction, acquisition or provision of regional water supply facilities and related services, in accordance with Article III. Article XIV. Officers. The Authority shall, at its organizational meeting in January each year, elect a Chairperson, Vice Chairperson, Secretary, and Treasurer for the ensuing fiscal year. The Chairperson and Vice Chairperson shall be Delegates to the Authority. The Secretary and Treasurer are not required to be Delegates to the Authority. The duties of these officers shall be prescribed by the Authority's Bylaws. Each officer shall serve for the fiscal year for which the officer was elected and thereafter until a successor is elected. Any officer may be removed at any time without cause upon the affirmative vote of two- thirds (2/3) of the total number of Delegates to the Authority. Article XV. Executive Director. Upon the recommendation of the Chairperson, the Authority may appoint an Executive Director, in accordance with such terms as it may prescribe, to serve at the pleasure and under the supervision of the Authority, as the Page 4 of 11 pages MMWA Articles of Incorporation principal administrator for the Authority. The Executive Director shall have the powers and duties as provided in the Bylaws. The Executive Director shall not be a Delegate to the Authority. Article XVI. Executive Committee. An Executive Committee shall be established in accordance with this Article. A. Membership. The Executive Committee shall consist of five (5) Delegates plus the Executive Director (if one is appointed pursuant to Article XV). The Executive Director shall be a non-voting member of the committee. The Largest Participating Unit shall be a voting Delegate to the Executive Committee. The Chairperson and the Vice Chairperson shall automatically serve as two (2) of the five (5) voting Delegates to the Executive Committee. The remaining voting Delegates shall be selected by the Authority at its initial meeting of each fiscal year. B. Responsibilities. The Executive Committee shall: 1. review matters which are proposed for the agenda by the Chairperson and may offer recommendations to the Authority with regard to the items which are on each agenda; 2. review and make recommendations on the proposed budget to be approved by the Authority for each fiscal year•, 3. review and make recommendations to the Authority on the work, goals and objectives presented to the Authority by any standing committees, and agencies which operate under the Authority; 4. undertake such other responsibilities as are delegated to the Executive Committee by the Authority,provided however that the Executive Committee shall have the power to bind the Authority by making expenditures or incurring obligations up to a cumulative total limit as specified in the Bylaws. However, all such expenditures or incurred obligations must be ratified by the Authority. Upon ratification of an obligation or expenditure by the Authority, the power of the Executive Committee to make expenditures or incur obligations shall be deemed restored up to that same cumulative total limit. The Executive Committee shall be empowered to take such actions as are delegated to it by the Authority,within the limitations as specified in the Bylaws, and take such emergency actions as may be necessary until a meeting of the Authority can be convened. In each instance, the actions of the Executive Committee shall be ratified, modified or overruled by the Authority at its next meeting following the action of the Executive Committee. C. Procedure. Procedures for convening meetings, voting of the Executive Committee, and other matters pertaining to the functions of the Executive Committee may be specified in the Bylaws. Page 5 of 11 pages MMWA Articles of Incorporation Article XVII. Budget. The Executive Director, or in the absence of an Executive Director, the Chairperson, shall, not later than October 1 of each year, prepare a proposed annual budget fnr the fnllnunnca ficral vear_ Fnllnwing review and recommendation by the Executive Committee, the Authority shall, on or before January 1 of each year, adopt the annual budget. Article XVIII. Standing Committees and Advisory Committees. The Authority may establish committees,including standing committees of the Authority and advisory committees, in accordance with the Authority's Bylaws. Article M. Creation of Bureaus and Divisions. The Authority may establish bureaus and divisions within the Authority to carry out its functions, and may refer to them as a bureau, division, agency, board or such other name as it shall find appropriate (individually referred to in these Articles as an "Agency"). The Authority may bring into the Authority an Agency which was established outside of the Authority's auspices, by amending these Articles, in accordance with Article XXI and the Authority's Bylaws, to reflect any transfer agreement with that Agency. The method of establishing an Agency and delegating powers and responsibilities to an Agency shall be set forth in the Bylaws. Article XX. Bylaws. The Authority shall have the right to adopt and amend Bylaws governing its procedure and functions, provided that the Bylaws are not in conflict with the terms of these Articles, the Act, or any other applicable statute. Bylaws shall be adopted and amended only upon a two-thirds (2/3) vote of the Delegates to the Authority. Article XXI. Amendment of Articles of Incorporation. Any proposed amendment to these Articles of Incorporation shall be mailed by first class mail to all Delegates and to the legislative bodies of all Participating Units belonging to the Authority not less than thirty (30) days prior to the date of the Authority meeting at which the proposed amendment will be considered. These Articles may be amended upon approval of: 1) a majority of the Delegates to the Authority, and 2) a majority of the members elected to and serving on the legislative body of each Participating Unit, except as otherwise provided in Section 7 and 11 of the Act and Article XXII hereof for addition of Local Governmental Units. Article XXII. Addition of Units. A city, township, or other entity may be added to the Authority after the Authority's incorporation upon compliance with Sections 7 and 11 of the Act and the amendment of these Articles of Incorporation to reflect that addition. Such compliance requires, at a minimum: 1) Adoption of a resolution by a vote of not less than two-thirds (2/3) of the Delegates appointed to the Authority to accept the new unit, and, 2) Adoption of a resolution by a majority of the members elected to and serving on the legislative body of the unit to be added, stating that the unit desires to be added to the Page 6 of 11 pages MMWA Articles of Incorporation Authority, and it adopts the Articles of Incorporation as amended to reflect the addition of the Unit. After a Participating Unit has been added to the Authority, the Clerk of that Unit shall sign the Articles of Incorporation as amended on behalf of that Unit. Article XXIII. Withdrawal of Units. A Participating Unit may withdraw from the Authority (for purposes of this Article a"Withdrawing Unit"), subject to the requirements of Section 33 of the Act, upon delivery of six (6) months written notice to the Authority. In the event that the written notice of withdrawal is received by the Authority less than six (6) months before the end of the Authority's fiscal year, the Withdrawing Unit shall be liable for membership fees for the succeeding Authority fiscal year. No membership fees shall be returned to any Withdrawing Unit. However, all contractual rights acquired and obligations incurred by a Withdrawing Unit while it was a Participating Unit shall remain in full force and effect. The Withdrawing Unit shall remain liable for any monetary obligations incurred by the Withdrawing Unit prior to date of withdrawal. Article XXIV. Inactive Membership Status. Any Participating Unit which fails to pay its annual dues within sixty (60) days of the beginning of each fiscal year shall be deemed delinquent. A delinquent Participating Unit shall be placed on inactive status, its Delegate(s) shall not be entitled to vote, nor shall the Delegate nor the Delegate's vote be counted for quorum or voting purposes. Moreover, the Authority may prohibit the Delegate(s) of an inactive Participating Unit from participating in debates or discussions of the Authority or on any Agency operating under the Authority's auspices. The Participating Unit's inactive status shall be referred to the Executive Committee for appropriate action. Inactive status shall remain until all fees, including any penalties approved by the Authority, are paid in full. Inactive membership status shall not affect a Participating Unit's contractual obligations, obligations incurred while on inactive status, or commitment to pay monetary obligations as stated in Article XXIII. Article XXV. Adoption. Upon adoption of these Articles of Incorporation by the legislative body of each Participating Unit, such adoption shall be evidenced by an endorsement on the Articles by the Clerk of that Participating Unit as provided below. Upon adoption by the Participating Units, these Articles of Incorporation shall be filed by the Clerk of the Largest Participating Unit with the Secretary of State and the Clerk of each County in which a Participating Unit is located. Page 7 of 11 pages MMWA Articles of Incorporation These Articles of Incorporation were adopted by an affirmative vote of a majority of the members Serving on the legislative body of Rath Townchirn at a meeting duly held on the I day of�e , 1995. Date: D , 1995 BATH TOWNSHIP Cafilleen B. McQueen, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the membgSs serving poe legislative body of Delhi Township at a meeting duly held on the /of _day of , 1995. Date: /fit/, .Z9 , 1995 DELHI TOWNSHIP By' -- Virginia , Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Delta Township at a meeting duly held on the day of — , 1995. Date: ��C7�_ 9 , 1995 DELTA TOWNSHIP J4rice Vedder, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the Village of Dimondale at a meeting duly held onn the i 4th day of A to a t , 1995. Date: %�G1C�- � , 1995 VILLAGE OF DIMONDALE 12 . �` fvC� (Aa'W C By: / Denise Parisian, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the City of East Lansing at a meeting duly held on the day of ' 1995. Date: , 1995 CITY OF EAST LANSING. C .LNfen- -ions/9 i'eft 61QRk) By: Susan Donnell, Clerk Page 8 of 11 pages MMWA Articles of Incorporation These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the City of Grand Ledge at a meeting duly held on the/_day of 1995. Date: /_6I�UXi[ 9 , 1995 CITY OF GRAND LEDGE By: 'z A�a� Christine Hnatiw These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the City of Lansing at a meeting duly held on the 4� �:�day of -1 Date: 1995 CITY OF LANSING BY 0.- _z— Marilynn Slad , Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the egislative body of Lansing Township at a meeting duly held on the _2,2e7..e_day of ,1995. Date: � ' �5 , 1995 LANSING TTQWNSHIP 1 � By: Dorothy L. John l�r These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Meridian Township at a meeting duly held on the day of , 1995. Date: , 1995 MERIDIAN TOWNSHIP C =„t.ntrono�(y left- brook ) By: Virginia L. White, Clerk Page 9 of 11 pages MMWA Articles of Incorporation These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Oneida Township at a meeting duly held on the day of , 1995. Date: , 1995 ONEIDA TOWNSHIP C �MiYAt�OAa//V 11Eft 61911 K) By: Janet C. Schultz, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Vevay Township at a meeting duly held on the day of , 1995. Date: , 1995 VEVAY TOWNSHIP zhfi�,�i-;ohally left' blank) By: Susan C. Kosier These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Watertown Township at a meeting duly held on the day of , 1995. Date: , 1995 WATERTOWN TOWNSHIP Z,tiA.RM49 Left bank) By: Phyllis Rathbun, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the Village of Webberville at a meeting duly held on the I +h day of C 0 , 1995. Date: `fLv . ;, S , 1995 VILLAGE OF WEBBERVILLE By: C(� Rosa Jones, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Wheatfield Township at a meeting duly held on the day of , 1995. Date: , 1995 WHEATFIELD TOWNSHIP Thto"M aaat� (aft 6 tax K By: Kathleen Webster, Clerk Page 10 of 11 pages MMWA Articles of Incorporation These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the City of Williamston at a meeting duly held on the day of , 1995. Date: , 1995 CITY OF WILLIAMSTON ( Thtomt,ono/y left 6[4,10 By: Alan Dolley, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Williamstown Township at a meeting duly held on the day of , 1995. Date: , 1995 WILLIAMSTOWN TOWNSHIP �-T)Tre r1+;0 M a/Y le b/omit By: Shirley A. Graham, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Windsor Township at a meeting duly held on the lk-l'—L day o , 1995. Date: J y-c 1995 WINDSOR TO SHIP Lind wsley, Clerk Page 11 of 11 pages CERTIFICATE AND ACKNOWLEDGMENT OF FILING .1: C'l 1 LLEEt,°� The undersigned hereby certifies and acknowledges that the City of Lansing, Michigan, being the largest participating local governmental unit in the Mid-Michigan Water Authority, did on the 1st day of December 1995, file a printed copy of the Articles of Incorporation of the Mid-Michigan Water Authority, which were adopted and approved by the participating local governmental units on the date stated and evidenced by endorsements on the Articles by the clerks of the participating units. BATH TOWNSHIP CLERK (SEAL) K thleen B. McQueen Dated: December 1 . , 1995 Return to: Marilynn Slade,City Clerk City of Lansing 124 W. Michigan Avenue Lansing,MI 48933 Charles A.Gutzki BATH CHARTER TOWNSHIP Daniell.Carleton Supervisor ry Kathleen McQueen Bob Garner Clerk 14480 Webster Road Trustee Tom King Robert L.Leiby Treasurer P.O. Box 247 Trustee Shane Bolley Paul N.Shaheen Superintendent Bath, Michigan 48808 Trustee Phone: (517) 641-6728 Fax No.: (517) 641-4170 I, Kathleen B. McQueen, being the duly elected Clerk of Bath Charter Township do hereby certify that the attached copy of the Articles of Incorporation of the Mid-Michigan Water Authority is a true and correct copy that was filed with Bath Charter Township. LZ athleen B. McQueen, Clerk Bath Charter Township SEAL Dated: December 1, 1995 ii ;. , MMWA Articles of Incorporation ARTICLES OF INCORPORATION of the MID-MICHIGAN WATER AUTHORITY These Articles of Incorporation are adopted and executed by the incorporating units, Bath Township, Delhi Township, Delta Township, Village of Dimondale, City of East Lansing, City of Grand Ledge, City of Lansing, Lansing Township, Meridian Township, Oneida Township, Vevay Township, Watertown Township, Village of Webberville, Wheatfield Township, City of Williamston,Williamstown Township, and Windsor Township, for the purpose of creating a Metropolitan Council pursuant to the provisions of Act No. 292 of the Michigan Public Acts of 1989 (the "Act"). Article I. Name. The name of this Metropolitan Council shall be the Mid-Michigan Water Authority ("Authority"). Article II. Names of Incorporating Units. The Incorporating Units of government creating the Authority are identified as follows: Bath Township,Delhi Township, Delta Township, Village of Dimondale, City of East Lansing, City of Grand Ledge, City of Lansing, Lansing Township, Meridian Township, Oneida Township, Vevay Township, Watertown Township, Village of Webberville, Wheatfield Township, City of Williamston, Williamstown Township, and Windsor Township. The signatories to this document are hereinafter referred to as "Participating Units". Article III. Purpose. The purpose of this Authority is to, through the use of the powers authorized by the Act, plan, promote, finance, issue bonds for, acquire, improve, enlarge, extend, own, construct, operate, repair, replace, or contract for public improvements and services associated with a regional public water supply system; to contract with any Participating Unit or Non-Participating entity as provided for by law, to provide or receive any or all such services; to promote educational activities related to such services; and to facilitate regional planning for protection of regional water resources. Article IV. Corporate Body: Authority Area. This Authority shall be a body corporate with power to sue and be sued in any court of this State. The Authority area shall be the geographic area of all Participating Units ("Authority Area"). Page 1 of 11 pages MMWA Articles of Incorporation Article V. Authority. This Authority is an authority under Section 6 of Article IX of the 1963 Michigan Constitution. Article VI. Fiscal Year. The fiscal year of this Authority shall commence on the first day of January, in each year, and end on the thirty-first day of the following December. Article VIE[. Powers of Authority. The Authority shall possess all powers which are authorized by the Act. The Authority shall possess all the powers necessary for carrying out the purposes of its formation. Notwithstanding anything herein to the contrary, the Authority shall only possess and exercise powers with respect to the public improvement and services of a regional public water supply system. Article VH1. Issuance Of Bonds. For the purpose of defraying the project costs of a project, the Authority may issue bonds or revenue bonds pursuant to the Act or pursuant to other state law. Article IX. Authority Organization. A. Delegates, Representation of Participating Units. The Authority shall be governed in accordance with the Act and as set forth in Article IX and Article X and in accordance with duly adopted Bylaws. The Authority shall be comprised of Participating Unit Delegates who shall be appointed to the Authority in the manner stated in these Articles ("Delegate"). Each Participating Unit shall appoint one (1) Delegate to the Authority, and one (1) alternate Delegate ("Alternate Delegate") to act in the absence of the Delegate. The legislative body of each Participating Unit shall appoint its Delegate(s) in such manner as it shall determine. Each Delegate and Alternate Delegate shall serve at the pleasure of the legislative body of the Participating Unit, or its designee. In the event of a vacancy in the office of the Delegate or Alternate Delegate representing a Participating Unit, the legislative body of the Participating Unit, or its designee, shall fill the vacancy. Neither a vacancy in the office of a Delegate, nor failure to appoint a Delegate or Alternate Delegate shall impair the rights of the Authority to exercise all the rights and perform all the duties of the Authority. The Authority may also include ex-officio representatives from such agencies as State and Local Health Departments, Tri-County Regional Planning Commission, US Geological Survey, Department of Natural Resources, and others as determined by the Authority. B. Voting. Each Delegate shall cast a vote as stated in this Article. 1. For General Issues Before The Authority. Each Delegate shall cast one vote. In the event the Delegate from a Participating Unit is absent, the Alternate Delegate may cast that Participating Unit's vote. In the absence of an Page 2 of 11 pages MMWA Articles of Incorporation Alternate Delegate, that Unit's vote shall not be cast at that meeting. Except as otherwise provided in these Articles, a majority vote of Delegates in attendance with a quorum shall pass general issues. In the event of a tie vote, the motion shall not pass. 2. For Issues Specific To A Project. A project may be proposed by a Participating Unit, or any combination of Participating Units and thereafter decisions on matters relating to the project will be subject to a weighted vote by the Delegates representing project participants, and a majority vote of Delegates in attendance, in accordance with this Article. A project shall be initiated by a resolution of the Authority and the resolution shall designate all project participants, and the scope and extent of the project. The project may include, as participants, both Participating Units, and Non- Participating Units. However, no project may include a Participating Unit which did not agree to participate in the project. Addition of project participants following initiation of a project shall require adoption of a resolution passed in accordance with B.2., Paragraph 5, of this Article. The votes allocated to the Delegate representing a project participant shall be equal to one hundred (100) times a fraction whose numerator shall equal the cost of the project to be borne by that project participant and whose denominator shall equal the total cost of the project, or pursuant to other methodology as approved by the project participants. Each weighted vote shall be rounded to the nearest whole number. In the event the Delegate is absent, the Alternate Delegate may cast the weighted votes for that project participant. In the absence of the Alternate Delegate, the project participant's vote shall not be cast at that meeting. The Authority shall decide any motion or question regarding a project by the majority vote of: 1) the weighted votes of all Delegates in attendance, with a quorum present and 2) the majority of all Delegates in attendance, with a quorum present. In the event of a tie vote, the motion shall not pass. C. Quorum. A quorum shall consist of at least one-half(1/2) of the total number of Delegates. In the event a vote is to be taken on a project issue, a quorum shall also consist of at least one-half(1/2) of the total number of weighted votes of Delegates representing project participants. D. Non-Voting Representatives. An Alternate Delegate may only vote in the absence of the Delegate. An Ex-Officio representative shall not cast a vote on any issue before the Authority. Article X. Authority Meetings: Compensation. The Authority shall conduct an organizational meeting in January of each year and shall convene meetings as may be Page 3 of 11 pages MMWA Articles of Incorporation provided in the Authority's Bylaws. The Authority or the Chairperson may convene special meetings in accordance with the procedures set forth in the Authority's Bylaws. Delegates may be compensated for attendance at Authority meetings and for other designated services provided by the Delegate as shall be set forth in the Bylaws. Article XI. Fees and Charges. Each Participating Unit shall pay an annual membership fee as set forth in the Bylaws. The membership fee of any Participating Unit shall not exceed 0.2 mills multiplied by the state equalized valuation of all taxable real and personal property within that Participating Unit. The membership fee shall be due and payable on January 1 of each year. If a Participating Unit fails to pay its membership fee within sixty (60)days of the due date, it shall be placed on inactive status in accordance with Article XXIV. The membership fee shall be used to pay the administrative expenses of promoting, planning for and managing the water supply development of the Authority Area, and for enhancing the coordination and cooperation of governmental services related to water supply within the Authority Area. In addition to the membership fee stated above, the Authority may charge separate fees to a Participating Unit for services provided to the Participating Unit, as well as fees or charges for a Non-Participating Unit for services provided to the Non-Participating Unit. Article XII. Taxation. The Authority shall not levy any taxes. The Authority may only assess such fees or charges as are provided for in Article XI. Article XIII. Contracts. The Authority may enter into contracts for the construction, acquisition or provision of regional water supply facilities and related services, in accordance with Article III. Article XIV. Officers. The Authority shall, at its organizational meeting in January each year, elect a Chairperson, Vice Chairperson, Secretary, and Treasurer for the ensuing fiscal year. The Chairperson and Vice Chairperson shall be Delegates to the Authority. The Secretary and Treasurer are not required to be Delegates to the Authority. The duties of these officers shall be prescribed by the Authority's Bylaws. Each officer shall serve for the fiscal year for which the officer was elected and thereafter until a successor is elected. Any officer may be removed at any time without cause upon the affirmative vote of two- thirds (2/3) of the total number of Delegates to the Authority. Article XV. Executive Director. Upon the recommendation of the Chairperson, the Authority may appoint an Executive Director, in accordance with such terms as it may prescribe, to serve at the pleasure and under the supervision of the Authority, as the Page 4 of 11 pages NMWA Articles of Incorporation principal administrator for the Authority. The Executive Director shall have the powers and duties as provided in the Bylaws. The Executive Director shall not be a Delegate to the Authority. Article XVI. Executive Committee. An Executive Committee shall be established in accordance with this Article. A. Membership. The Executive Committee shall consist of five (5)Delegates plus the Executive Director (if one is appointed pursuant to Article XV). The Executive Director shall be a non-voting member of the committee. The Largest Participating Unit shall be a voting Delegate to the Executive Committee. The Chairperson and the Vice Chairperson shall automatically serve as two (2) of the five (5) voting Delegates to the Executive Committee. The remaining voting Delegates shall be selected by the Authority at its initial meeting of each fiscal year. B. Responsibilities. The Executive Committee shall: 1. review matters which are proposed for the agenda by the Chairperson and may offer recommendations to the Authority with regard to the items which are on each agenda; 2. review and make recommendations on the proposed budget to be approved by the Authority for each fiscal year; 3. review and make recommendations to the Authority on the work, goals and objectives presented to the Authority by any standing committees, and agencies which operate under the Authority; 4. undertake such other responsibilities as are delegated to the Executive Committee by the Authority, provided however that the Executive Committee shall have the power to bind the Authority by making expenditures or incurring obligations up to a cumulative total limit as specified in the Bylaws. However, all such expenditures or incurred obligations must be ratified by the Authority. Upon ratification of an obligation or expenditure by the Authority, the power of the Executive Committee to make expenditures or incur obligations shall be deemed restored up to that same cumulative total limit. The Executive Committee shall be empowered to take such actions as are delegated to it by the Authority, within the limitations as specified in the Bylaws, and take such emergency actions as may be necessary until a meeting of the Authority can be convened. In each instance, the actions of the Executive Committee shall be ratified, modified or overruled by the Authority at its next meeting following the action of the Executive Committee. C. Procedure. Procedures for convening meetings, voting of the Executive Committee, and other matters pertaining to the functions of the Executive Committee may be specified in the Bylaws. Page 5 of 11 pages MMWA Articles of Incorporation Article XVII. Budget. The Executive Director, or in the absence of an Executive Director, the Chairperson, shall, not later than October 1 of each year,prepare a proposed annual budget for tl'ie following fiscal year. Following review and recommendation by the Executive Committee, the Authority shall, on or before January 1 of each year, adopt the annual budget. Article XVIII. Standing Committees and Advisory Committees. The Authority may establish committees,including standing committees of the Authority and advisory committees, in accordance with the Authority's Bylaws. Article XIX. Creation of Bureaus and Divisions. The Authority may establish bureaus and divisions within the Authority to carry out its functions, and may refer to them as a bureau, division, agency, board or such other name as it shall find appropriate (individually referred to in these Articles as an "Agency"). The Authority may bring into the Authority an Agency which was established outside of the Authority's auspices, by amending these Articles, in accordance with Article XXI and the Authority's Bylaws, to reflect any transfer agreement with that Agency. The method of establishing an Agency and delegating powers and responsibilities to an Agency shall be set forth in the Bylaws. Article XX. Bylaws. The Authority shall have the right to adopt and amend Bylaws governing its procedure and functions, provided that the Bylaws are not in conflict with the terms of these Articles, the Act, or any other applicable statute. Bylaws shall be adopted and amended only upon a two-thirds (2/3) vote of the Delegates to the Authority. Article XXI. Amendment of Articles of Incorporation. Any proposed amendment to these Articles of Incorporation shall be mailed by first class mail to all Delegates and to the legislative bodies of all Participating Units belonging to the Authority not less than thirty (30) days prior to the date of the Authority meeting at which the proposed amendment will be considered. These Articles may be amended upon approval of: 1) a majority of the Delegates to the Authority, and 2) a majority of the members elected to and serving on the legislative body of each Participating Unit, except as otherwise provided in Section 7 and 11 of the Act and Article XXII hereof for addition of Local Governmental Units. Article XXII. Addition of Units. A city, township, or other entity may be added to the Authority after the Authority's incorporation upon compliance with Sections 7 and 11 of the Act and the amendment of these Articles of Incorporation to reflect that addition. Such compliance requires, at a minimum: 1) Adoption of a resolution by a vote of not less than two-thirds (2/3) of the Delegates appointed to the Authority to accept the new unit, and, 2) Adoption of a resolution by a majority of the members elected to and serving on the legislative body of the unit to be added, stating that the unit desires to be added to the Page 6 of 11 pages NIMWA Articles of Incorporation Authority, and it adopts the Articles of Incorporation as amended to reflect the addition of the Unit. After a Participating Unit has been added to the Authority, the Clerk of that Unit shall sign the Articles of Incorporation as amended on behalf of that Unit. Article XXIII. Withdrawal of Units. A Participating Unit may withdraw from the Authority (for purposes of this Article a"Withdrawing Unit"), subject to the requirements of Section 33 of the Act, upon delivery of six (6) months written notice to the Authority. In the event that the written notice of withdrawal is received by the Authority less than six (6) months before the end of the Authority's fiscal year, the Withdrawing Unit shall be liable for membership fees for the succeeding Authority fiscal year. No membership fees shall be returned to any Withdrawing Unit. However, all contractual rights acquired and obligations incurred by a Withdrawing Unit while it was a Participating Unit shall remain in full force and effect. The Withdrawing Unit shall remain liable for any monetary obligations incurred by the Withdrawing Unit prior to date of withdrawal. Article XXIV. Inactive Membership Status. Any Participating Unit which fails to pay its annual dues within sixty (60) days of the beginning of each fiscal year shall be deemed delinquent. A delinquent Participating Unit shall be placed on inactive status, its Delegate(s) shall not be entitled to vote, nor shall the Delegate nor the Delegate's vote be counted for quorum or voting purposes. Moreover, the Authority may prohibit the Delegate(s) of an inactive Participating Unit from participating in debates or discussions of the Authority or on any Agency operating under the Authority's auspices. The Participating Unit's inactive status shall be referred to the Executive Committee for appropriate action. Inactive status shall remain until all fees, including any penalties approved by the Authority, are paid in full. Inactive membership status shall not affect a Participating Unit's contractual obligations, obligations incurred while on inactive status, or commitment to pay monetary obligations as stated in Article XXIII. Article XXV. Adoption. Upon adoption of these Articles of Incorporation by the legislative body of each Participating Unit, such adoption shall be evidenced by an endorsement on the Articles by the Clerk of that Participating Unit as provided below. Upon adoption by the Participating Units, these Articles of Incorporation shall be filed by the Clerk of the Largest Participating Unit with the Secretary of State and the Clerk of each County in which a Participating Unit is located. Page 7 of 11 pages MNiWA Articles of Incorporation These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Bath Township at a meeting duly held on the I day of e , 1995. Date: I�b V b� , 1995 BATH TOWNSHIP By• "o� �— Ka Teen B. McQueen, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving poZe egislative body of Delhi Township at a meeting duly held on the day of , 1995. Date:, ,29 , 1995 DELHI TOWNSHIP Virginia , Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Delta Township at a meeting duly held on the .;, / day of — , 1995. Date: 1995 DELTA TOWNSHIP By JPice Vedder, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the Village of Dimondale at a meeting duly held on the i4flh day of Aygwtit , 1995. Date: od 0 , 1995 VILLAGE OF DIMONDALE By: A't�� 60, _X,41 Denise Parisian, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the City of East Lansing at a meeting duly held on the day of , 1995. Date: , 1995 CITY OF EAST LANSING. L .1.hfenfr'ohal� !Q f'f' 611111 L) By: Susan Donnell, Clerk Page 8 of 11 pages MMWA Articles of Incorporation These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the City of Grand Ledge at a meeting duly held on the 1-3-day of 1995. Date: 1995 CITY OF GRAND LEDGE By: Christine Hnatiw These Articles of Incorporation were adopted by an affix nat ve vote of a majority of the members serving on the legislative body of the City of Lansing at a meeting duly held on the AL'u1-lday of , 1995. a Date: �,y ,_1995 CITY OF LANSING B y71,1 Marilynn SI.ade,�Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the egislative body of Lansing Township at a meeting duly held on the -2-�e>,/-day of X 1995. Date: � ��, 1995 LANSING TOWNSHIP By: Dorothy L. Johnst ,` lQ r These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Meridian Township at a meeting duly held on the day of , 1995. Date: , 1995 MERIDIAN TOWNSHIP :rntrntionalfy (eft bAw k By: Virginia L. White, Clerk Page 9 of 11 pages MMWA Articles of Incorporation These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Oneida Township at a meeting duly held on the day of , 1995. Date: , 1995 ONEIDA TOWNSHIP C �rfit�f'io►ta//y <<ft Uq'AK) By: Janet C. Schultz, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Vevay Township at a meeting duly held on the day of , 1995. Date: , 1995 VEVAY TOWNSHIP Mitts aho/9 left blank) By: Susan C. Kosier These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Watertown Township at a meeting duly held on the day of 21995. Date: , 1995 WATERTOWN TOWNSHIP C -r-,t14"efial� (eft bleek) By: Phyllis Rathbun, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the Village of Webberville at a meeting duly held on the I +h day of C Q , 1995. Date: 41-onj . ;Z 4 , 1995 VILLAGE OF WEBBERVILLE By: Rosa Jones, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Wheatfield Township at a meeting duly held on the day of , 1995. Date: , 1995 WHEATFIELD TOWNSHIP =hfihf'oAa/� tef-t 6tanK By: Kathleen Webster, Clerk Page 10 of 11 pages MMWA Articles of Incorporation These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the City of Williamston at a meeting duly held on the day of , 1995. Date: , 1995 CITY OF WILLIAMSTON ( Thtpmti'vmal y left 6W K) By: Alan Dolley, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Williamstown Township at a meeting duly held on the day of , 1995. Date: -, 1995 WILLIAMSTOWN TOWNSHIP �A-rltn+;dnafy (aft blank By: Shirley A. Graham, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on e legislative body of Windsor Township at a meeting duly held on the 5�-T'=day o , 1995. Date: o�oroc o nvLg e 1995 WINDSOR TO SHIP By-- Lind wsley, Clerk Page 11 of 11 pages NSIN ti c ��CHIGP Office of City Clerk City of Lansing Marilynn Slade City Clerk November 30, 1995 Ms. Kathleen B. McQueen, Clerk Bath Charter Township 14480 Webster Road Post Office Box 247 Bath, Michigan 48808 Dear Ms. McQueen: The Articles of Incorporation of the Mid-Michigan Water Authority, adopted by the participating local governmental units, as authorized under and pursuant to Act 292 of the Michigan Public Acts of 1989, are being submitted to your office for filing. Evidence of adoption of the Articles is shown by an endorsement on the enclosed original by each clerk of the local governmental unit. Please complete and return the enclosed Certificate and Acknowledgment of Filing, together with a "true copy" of the filed Articles of Incorporation of the Mid-Michigan Water Authority, for our records. Thank you for your attention to this matter. Very truly yours, Marilynn Slade City Clerk Enclosures Ninth Floor, City Hall, 124 W. Michigan Ave., Lansing, MI 48933-1695 • 517-483-4131 • 517-483-6066 FAX AIL CERTIFICATE AND ACKNOWLEDGMENT OF FILING The undersigned hereby certifies and acknowledges that the City of Lansing, Michigan, being the largest participating local governmental unit in the Mid-Michigan Water Authority, did on the day of 1995, file a printed copy of the Articles of Incorporation of the Mid-Michigan Water Authority, which were adopted and approved by the participating local governmental units on the date stated and evidenced by endorsements on the Articles by the clerks of the participating units. BATH TOWNSHIP CLERK (SEAL) Kathleen B. McQueen Dated: , 1995 Return to: Marilynn Slade,City Clerk City of Lansing 124 W. Michigan Avenue Lansing,MI 48933 CERTIFICATE AND ACKNOWLEDGMENT OF FILING The undersigned hereby certifies and acknowledges that the City of Lansing, Michigan, being the largest participating local governmental unit in the Mid-Michigan Water Authority, did on theist day of Dec. 1995, file a printed copy of the Articles of Incorporation of the Mid-Michigan Water Authority, which were adopted and approved by the participating local governmental units on the date stated and evidenced by endorsements on the Articles by the clerks of the participating units. DELHI TOWNSHIP CLERK (SEAL) Virgini Farr Dated: December 1 , 1995 � U'T Return to: Marilynn Slade,City Clerk City of Lansing 124 W. Michigan Avenue Lansing,MI 48933 A- DELHI CHARTER TOWNSHIP r 1974 CEDAR STREET HOLT, MICHIGAN 48842-1897 PHONE: (517) 694-2136 FAX: (517) 694-1289 e'R TO December 12, 1995 Marilynn Slade, City Clerk City of Lansing Ninth Fir., City Hall 124 W. Michigan Ave. Lansing, MI 48933-1695 RE: Articles of Incorporation of the Mid-Michigan Water Authority Dear Marilynn: Pursant to your request, enclosed are the above referenced Articles. If you have any questions, please call me at 694-2135. Sincerely, Virginia Farr Township Clerk /bp Encl. ` MMWA Articles of Incorporation ARTICLES OF INCORPORATION of the MID-MICHIGAN WATER AUTHORITY These Articles of Incorporation are adopted and executed by the incorporating units, Bath Township, Delhi Township, Delta Township, Village of Dimondale, City of East Lansing, City of Grand Ledge, City of Lansing,Lansing Township, Meridian Township,Oneida Township, Vevay Township,Watertown Township,Village of Webberville,Wheatfield T ownship, City of Williamston, Williamstown Township, and Windsor Township,,for ale purpose of creating a Metropolitan Council pursuant to the provisions of Act No. 292 of the Michigan Public Acts of 1989 (the"Act"). Article I. Name. The name of this Metropolitan Council shall be the Mid-Michigan Water Authority ("Authority"). Article II. Names of Incorporating Units. The Incorporating Units of government creating the Authority are identified as follows: Bath Township, Delhi Township, Delta Township, Village of Dimondale, City of East Lansing, City of Grand Ledge, City of Lansing, Lansing Township, Meridian Township, Oneida Township,Vevay Township, Watertown Township, Village of Webberville,Wheatfield Township, City of Williamston, Williamstown Township, and Windsor Township. The signatories to this document are hereinafter referred to as "Participating Units". Article III. Purpose. The purpose of this Authority is to, through the use of the powers authorized by the Act,plan, promote, finance, issue bonds for, acquire, improve,enlarge, extend, own, construct, operate,repair,replace, or contract for public improvements and services associated with a regional public water supply system; to contract with any Participating Unit or Non-Participating entity as provided for by law, to provide or receive any or all such services; to promote educational activities related to such services; and to facilitate regional planning for protection of regional water resources. Article IV. Corporate Body,• Authority Area. This Authority shall be a body corporate with power to sue and be sued in any court of this State. The Authority area shall be the geographic area of all Participating Units ("Authority Area"). Page 1 of 11 pages MMWA Articles of Incorporation Article V. Authority. This Authority is an authority under Section 6 of Article IX of the 1963 Michigan Constitution. Article VI. Fiscal Year. The fiscal year of this Authority shall commence on the first day of January,in each year, and end on the thirty-first day of the following December. Article VIE[. Powers of Authority. The Authority shall possess all powers which are authorized by the Act. The Authority shall possess all the powers necessary for carrying out the purposes of its formation. Notwithstanding anything herein to the contrary, the Authority shall only possess and exercise powers with respect to the public improvement and services of a regional public water supply system. Article VRI. Issuance Of Bonds. For the purpose of defraying the project costs of a project, the Authority may issue bonds or revenue bonds pursuant to the Act or pursuant to other state law. Article IX. Authority Organization. A. Delegates: Representation of Participating Units. The Authority shall be governed in accordance with the Act and as set forth in Article IX and Article X and in accordance with duly adopted Bylaws. The Authority shall be comprised of Participating Unit Delegates who shall be appointed to the Authority in the manner stated in these Articles ("Delegate"). Each Participating Unit shall appoint one (1) Delegate to the Authority, and one (1) alternate Delegate ("Alternate Delegate") to act in the absence of the Delegate. The legislative body of each Participating Unit shall appoint its Delegate(s) in such manner as it shall determine. Each Delegate and Alternate Delegate shall serve at the pleasure of the legislative body of the Participating Unit, or its designee. In the event of a vacancy in the office of the Delegate or Alternate Delegate representing a Participating Unit, the legislative body of the Participating Unit, or its designee, shall fill the vacancy. Neither a vacancy in the office of a Delegate,nor failure to appoint a Delegate or Alternate Delegate shall impair the rights of the Authority to exercise all the rights and perform all the duties of the Authority. The Authority may also include ex-officio representatives from such agencies as State and Local Health Departments, Tri-County Regional Planning Commission, US Geological Survey, Department of Natural Resources, and others as determined by the Authority. B. Voting. Each Delegate shall cast a vote as stated in this Article. 1. For General Issues Before The Authority. Each Delegate shall cast one vote. In the event the Delegate from a Participating Unit is absent, the Alternate Delegate may cast that Participating Unit's vote. In the absence of an Page 2 of 11 pages MMWA Articles of Incorporation Alternate Delegate, that Unit's vote shall not be cast at that meeting. Except as otherwise provided in these Articles, a majority vote of Delegates in attendance with a quorum shall pass general issues. In the event of a tie vote, the motion shall not pass. 2. For Issues Specific To A Project. A project may be proposed by a Participating Unit, or any combination of Participating Units and thereafter decisions on matters relating to the project will be subject to a weighted vote by the Delegates representing project participants, and a majority vote of Delegates in attendance, in accordance with this Article. A project shall be initiated by a resolution of the Authority and the resolution shall designate all project participants, and the scope and extent of the project. The project may include, as participants, both Participating Units, and Non- Participating Units. However, no project may include a Participating Unit which did not agree to participate in the project. Addition of project participants following initiation of a project shall require adoption of a resolution passed in accordance with B.2., Paragraph 5, of this Article. The votes allocated to the Delegate representing a project participant shall be equal to one hundred (100) times a fraction whose numerator shall equal the cost of the project to be borne by that project participant and whose denominator shall equal the total cost of the project, or pursuant to other methodology as approved by the project participants. Each weighted vote shall be rounded to the nearest whole number. In the event the Delegate is absent, the Alternate Delegate may cast the weighted votes for that project participant. In the absence of the Alternate Delegate, the project participant's vote shall not be cast at that meeting. The Authority shall decide any motion or question regarding a project by the majority vote of: 1) the weighted votes of all Delegates in attendance, with a quorum present and 2) the majority of all Delegates in attendance, with a quorum present. In the event of a tie vote, the motion shall not pass. C. Quorum. A_quorum shall consist of at least one-half(1/2) of the total number of Delegates. In the event a vote is to be taken on a project issue, a quorum shall also consist of at least one-half(1/2) of the total number of weighted votes of Delegates representing project participants. D. Non-Voting Representatives. An Alternate Delegate may only vote in the absence of the Delegate. An Ex-Officio representative shall not cast a vote on any issue before the Authority. Article X. Authority Meetings; Compensation. The Authority shall conduct an organizational meeting in January of each year and shall convene meetings as may be Page 3 of 11 pages MMWA Articles of Incorporation provided in the Authority's Bylaws. The Authority or the Chairperson may convene special meetings in accordance with the procedures set forth in the Authority's Bylaws. Delegates may be compensated for attendance at Authority meetings and for other designated services provided by the Delegate as shall be set forth in the Bylaws. Article XI. Fees and Charges. Each Participating Unit shall pay an annual membership fee as set forth in the Bylaws. The membership fee of any Participating Unit shall not exceed 0.2 mills multiplied by the state equalized valuation of all taxable real and personal property within that Participating Unit. The membership fee shall be due and payable on January 1 of each year. If a Participating Unit fails to pay its membership fee within sixty (60) days of the due date, it shall be placed on inactive status in accordance with Article XXIV. The membership fee shall be used to pay the administrative expenses of promoting, planning for and managing the water supply development of the Authority Area, and for enhancing the coordination and cooperation of governmental services related to water supply within the Authority Area. In addition to the membership fee stated above, the Authority may charge separate fees to a Participating Unit for services provided to the Participating Unit, as well as fees or charges for a Non-Participating Unit for services provided to the Non-Participating Unit. Article XII. Taxation. The Authority shall not levy any taxes. The Authority may only assess such fees or charges as are provided for in Article XI. Article XIII. Contracts. The Authority may enter into contracts for the construction, acquisition or provision of regional water supply facilities and related services, in accordance with Article III. Article XIV. Officers. The Authority shall, at its organizational ineetirg in January each year, elect a Chairperson, Vice Chairperson, Secretary, and Treasurer for the ensuing fiscal year. The Chairperson and Vice Chairperson shall be Delegates to the Authority. The Secretary and Treasurer are not required to be Delegates to the Authority. The duties of these officers shall be prescribed by the Authority's Bylaws. Each officer shall serve for the fiscal year for which the officer was elected and thereafter until a successor is elected. Any officer may be removed at any time without cause upon the affirmative vote of two- thirds (2/3) of the total number of Delegates to the Authority. Article XV. Executive Director. Upon the recommendation of the Chairperson, the Authority may appoint an Executive Director, in accordance with such terms as it may prescribe, to serve at the pleasure and under the supervision of the Authority, as the Page 4 of 11 pages MMWA Articles of Incorporation principal administrator for the Authority. The Executive Director shall have the powers and duties as provided in the Bylaws. The Executive Director shall not be a Delegate to the Authority. Article XVI. Executive Committee. An Executive Committee shall be established in accordance with this Article. A. Membership. The Executive Committee shall consist of five (5) Delegates plus the Executive Director (if one is appointed pursuant to Article XV). The Executive Director shall be a non-voting member of the committee. The Largest Participating Unit shall be a voting Delegate to the Executive Committee. The Chairperson and the Vice Chairperson shall automatically serve as two (2) of the five (5) voting Delegates to the Executive Committee. The remaining voting Delegates shall be selected by the Authority at its initial meeting of each fiscal year. B. Responsibilities. The Executive Committee shall: 1. review matters which are proposed for the agenda by the Chairperson and may offer recommendations to the Authority with regard to the items which are on each agenda; 2. review and make recommendations on the proposed budget to be approved by the Authority for each fiscal year; 3. review and make recommendations to the Authority on the work, goals and objectives presented to the Authority by any standing committees, and agencies which operate under the Authority; 4. undertake such other responsibilities as are delegated to the Executive Committee by the Authority,provided however that the Executive Committee shall have the power to bind the Authority by making expenditures or incurring obligations up to a cumulative total limit as specified in the Bylaws. However, all such expenditures or incurred obligations must be ratified by the Authority. Upon ratification of an obligation or expenditure by the Authority, the power of the Executive Committee to make expenditures or incur obligations shall be deemed restored up to that same cumulative total limit. The Executive Committee shall be empowered to take such actions as are delegated to it by the Authority, within the limitations as specified in the Bylaws, and take such emergency actions as may be necessary until a meeting of the Authority can be convened. In each instance, the actions of the Executive Committee shall be ratified, modified or overruled by the Authority at its next meeting following the action of the Executive Committee. C. Procedure. Procedures for convening meetings, voting of the Executive Committee, and other matters pertaining to the functions of the Executive Committee may be specified in the Bylaws. Page 5 of 11 pages MMWA Articles of Incorporation Article XVII. Budget. The Executive Director, or in the absence of an Executive Director, the Chairperson, shall, not later than October 1 of each year, prepare a proposed annual budget for the following fiscal year. Following review and recommendation by the Executive Committee, the Authority shall, on or before January 1 of each year, adopt the annual budget. Article XVIII. Standing Committees and Advisory Committees. The Authority may establish committees, including standing committees of the Authority and advisory committees, in accordance with the Authority's Bylaws. Article XIX. Creation of Bureaus and Divisions. The Authority may establish bureaus and divisions within the Authority to carry out its functions, and may refer to uteri as a bureau, division, agency, board or such other name as it shall find appropriate (individually referred to in these Articles as an "Agency"). The Authority may bring into the Authority an Agency which was established outside of the Authority's auspices, by amending these Articles, in accordance with Article XXI and the Authority's Bylaws, to reflect any transfer agreement with that Agency. The method of establishing an Agency and delegating powers and responsibilities to an Agency shall be set forth in the Bylaws. Article XX. Bylaws. The Authority shall have the right to adopt and amend Bylaws governing its procedure and functions, provided that the Bylaws are not in conflict with the terms of these Articles, the Act, or any other applicable statute. Bylaws shall be adopted and amended only upon a two-thirds (2/3) vote of the Delegates to the Authority. Article XXI. Amendment of Articles of Incorporation. Any proposed amendment to these Articles of Incorporation shall be mailed by first class mail to all Delegates and to the legislative bodies of all Participating Units belonging to the Authority not less than thirty (30) days prior to the date of the Authority meeting at which the proposed amendment will be considered. These Articles may be amended upon approval of: 1) a majority of the Delegates to the Authority, and 2) a majority of the members elected to and serving on the legislative body of each Participating Unit, except as otherwise provided in Section 7 and 11 of the Act and Article XXII hereof for addition of Local Governmental Units. Article XXII. Addition of Units. A city, township, or other entity may be added to the Authority after the Authority's incorporation upon compliance with Sections 7 and 11 of the Act and the amendment of these Articles of Incorporation to reflect that addition. Such compliance requires, at a minimum: 1) Adoption of a resolution by a vote of not less than two-thuds (2/3) of the Delegates appointed to the Authority to accept the new unit, and, 2) Adoption of a resolution by a majority of the members elected to and serving on the legislative body of the unit to be added, stating that the unit desires to be added to the Page 6 of 11 pages MMWA Articles of Incorporation Authority, and it adopts the Articles of Incorporation as amended to reflect the addition of the Unit. After a Participating Unit has been added to the Authority, the Clerk of that Unit shall sign the Articles of Incorporation as amended on behalf of that Unit. Article XXIII. Withdrawal of Units. A Participating Unit may withdraw from the Authority (for purposes of this Article a "Withdrawing Unit"), subject to the requirements of Section 33 of the Act,upon delivery of six (6) months written notice to the Authority. In the event that the written notice of withdrawal is received by the Authority less than six (6) months before the end of the Authority's fiscal year, the Withdrawing Unit shall be liable for membership fees for the succeeding Authority fiscal year. No membership fees shall be returned to any Withdrawing Unit. However, all contractual rights acquired and obligations incurred by a Withdrawing Unit while it was a Participating Unit shall remain in full force and effect. The Withdrawing Unit shall remain liable for any monetary obligations incurred by the Withdrawing Unit prior to date of withdrawal. Article XXIV. Inactive Membership Status. Any Participating Unit which fails to pay its annual dues within sixty (60) days of the beginning of each fiscal year shall be deemed delinquent. A delinquent Participating Unit shall be placed on inactive status, its Delegate(s) shall not be entitled to vote, nor shall the Delegate nor the Delegate's vote be counted for quorum or voting purposes. Moreover, the Authority may prohibit the Delegate(s) of an inactive Participating Unit from participating in debates or discussions of the Authority or on any Agency operating under the Authority's auspices. The Participating Unit's inactive status shall be referred to the Executive Committee for appropriate action. Inactive status shall remain until all fees, including any penalties approved by the Authority, are paid in full. Inactive membership status shall not affect a Participating Unit's contractual obligations, obligations incurred while on inactive status, or commitment to pay monetary obligations as stated in Article XXIII. Article XXV. Adoption. Upon adoption of these Articles of Incorporation by the I egislative body of each Participating Unit, such adoption shaii be evidenced by an endorsement on the Articles by the Clerk of that Participating Unit as provided below. Upon adoption by the Participating Units, these Articles of Incorporation shall be filed by the Clerk of the Largest Participating Unit with the Secretary of State and the Clerk of each County in which a Participating Unit is located. Page 7 of 11 pages MMWA Articles of Incorporation These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Bath Township at a meeting duly held on the day of e e'' , 1995. Date: b V , 1995 BATH TOWNSHIP By /� w�y^' Ka Teen B. McQueen, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the membss serving o e legislative body of Delhi Township at a meeting duly held on the If —day of , 1995. Date: 1995 DELHI TOWNSHIP By -- Virginia , Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Delta Township at a meeting duly held on the -2-J day of — , 1995. Date: `%��>>. �/ , 1995 DELTA TOWNSHIP l Jdirice Vedder, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the Village of Dimondale at a meeting duly held oonn the /q-ti/) day of Ayq a sr , 1995. Date: J�?�'��_ � � , 1995 VILLAGE OF DIMONDALE By. Denise Parisian, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the City of East Lansing at a meeting duly held on the day of , 1995. Date: , 1995 CITY OF EAST LANSING. L .LNfen�'i0A&1 J 1eft 6101k) By: Susan Donnell, Clerk Page 8 of 11 pages MMWA Articles of Incorporation These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the City of Grand Ledge at a meeting duly held on the 12 day of 1995. Date: 1 Pt,k 1995 CITY OF GRAND LEDGE By: ek�- 'z / Christine Hnatiw These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the le islative body of the City of Lwising at a meeting duly held on the 441--:day of , 1995. J Date: 1995 CITY OF LANSING Marilynn 10lad , Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the egislative body of Lansing Township at a meeting duly held on the �,-> c.day of ,1995. Date: � S , 1995 LANSING TOWNSHIP By: i Dorothy L. John ' , hr These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Meridian Township at a meeting duly held on the day of , 1995. ,9n\' l,{ram TT A ?' T/1"T.rN HTP Date: , 1 J>J 1VLERI 1-t11V i V VV 1V illr ( =nt.nfiona/fy left b(or�k .� By: Virginia L. White, Clerk Page 9 of 11 pages MMWA Articles of Incorporation These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Oneida Township at a meeting duly held on the day of , 1995. Date: , 1995 ONEIDA TOWNSHIP C Mx1votfonall Icft 619Al) �J By: Janet C. Schultz, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Vevay Township at a meeting duly held on the day of , 1995. Date: , 1995 VEVAY TOWNSHIP C rh-hmt-;ahal�y ktr b lam K By: Susan C. Kosier These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Watertown Township at a meeting duly held on the day of , 1995. Date: , 1995 WATERTOWN TOWNSHIP ( T►fi��rh..rtal� left blank) By: Phyllis Rathbun, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the Village of Webberville at a meeting duly held on the day of C OJ , 1995. Date: 4 L—, . :Z , 1995 VILLAGE OF WEBBERVILLE By: CCU Rosa Jones, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Wheatfield Township at a meeting duly held on the day of , 1995. Date: , 1995 WHEATFIELD TOWNSHIP rhf,Af'.'OAa�y left b tax r- By: Kathleen Webster, Clerk Page 10 of 11 pages MMWA Articles of Incorporation These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the City of Williamston at a meeting duly held on the day of , 1995. Date: , 1995 CITY OF WILLIAMSTON ( Th'fvnf ivAll� W f b hr a K) By: Alan Dolley, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Williamstown Township at a meeting duly held on the_ day of , 1995. Date: , 1995 WELLIAMSTOWN TOWNSHIP SnTe►,f;o na l� la f ' b ton it By: Shirley A. Graham, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Windsor Township at a meeting duly held on the 'RI!:1- day o , 1995. Date: r-c_Gvr��Q2 , 1995 WINDSORTO SHIP 0 0�� Bv-- indqwsley, Clerk Page 11 of 11 pages Off Office of City Clerk City of Lansing Marilynn Slade City Clerk November 30, 1995 Ms. Virginia Farr, Clerk Delhi Charter Township 1974 South Cedar Street Holt, Michigan 48842 Dear Ms. Farr: The Articles of Incorporation of the Mid-Michigan Water Authority, adopted by the participating local governmental units, as authorized under and pursuant to Act 292 of the Michigan Public Acts of 1989, are being submitted to your office for filing. Evidence of adoption of the Articles is shown by an endorsement on the enclosed original by each clerk of the local governmental unit. Please complete and return the enclosed Certificate and Acknowledgment of Filing, together with a "true copy" of the filed Articles of Incorporation of the Mid-Michigan Water Authority, for our records. Thank you for your attention to this matter. Very truly yours, Marilynn Slade City Clerk Enclosures Ninth Floor, City Hall, 124 W. Michigan Ave., Lansing, MI 48933-1695 • 517-483-4131 • 517-483-6066 FAX CERTIFICATE AND ACKNOWLEDGMENT OF FILING The undersigned hereby certifies and acknowledges that the City of Lansing, Michigan, being the largest participating local governmental unit in the Mid-Michigan Water Authority, did on the day of 1995, file a printed copy of the Articles of Incorporation of the Mid-Michigan Water Authority, which were adopted and approved by the participating local governmental units on the date stated and evidenced by endorsements on the Articles by the clerks of the participating units. DELHI TOWNSHIP CLERK (SEAL) Virginia Farr Dated: , 1995 Return to: Marilynn Slade,City Clerk City of Lansing 124 W. Michigan Awnue Lansing,MI 48933 CERTIFICATE AND ACKNOWLEDGMENT OF FILING r; IZ: a is i Ci i C�c i The undersigned hereby certifies and acknowledges that the City of Lansing, Michigan, being the largest participating local governmental unit in the Mid-Michigan Water Authority, did on theJ;Y,-,Cday of 1995, file a printed copy of the Articles of Incorporation of the Mid-Michigan Water Authority, which were adopted and approved by the participating local governmental units on the date stated and evidenced by endorsements on the Articles by the clerks of the participating units. LANSING TOWNSHIP CLERK _V_Z"� SEAL ,�� ) Dorothy L. Joh ton U ; Dated: J/2 1995 Return to: Marilynn Slade,City Clerk City of Lansing 124 W. Michigan Avenue Lansing,MI 48933 MMWA Articles of Incorporation ARTICLES OF INCORPORATION of the MID-MICHIGAN WATER AUTHORITY These Articles of Incorporation are adopted and executed by the incorporating units, Bath Township, Delhi Township, Delta Township, Village of Dimondale, City of East Lansing, City of Grand Ledge, City of Lansing, Lansing Township, Meridian Township, Oneida Township, Vevay Township,Watertown Township, Village of Webberville,Wheatfield Township, City of Williamston, Williamstown Township, and Windsor Township,for the purpose of creating a Metropolitan Council pursuant to the provisions of Act No. 292 of the Michigan Public Acts of 1989 (the"Act"). Article 1. Name. The name of this Metropolitan Council shall be the Mid-Michigan Water Authority ("Authority"). Article H. Names of Incorporating Units. The Incorporating Units of government creating the Authority are identified as follows: Bath Township, Delhi Township, Delta Township, Village of Dimondale, City of East Lansing, City of Grand Ledge, City of Lansing, Lansing Township, Meridian Township, Oneida Township, Vevay Township, Watertown Township, Village of Webberville,Wheatfield Township, City of Williamston, Williamstown Township, and Windsor Township. The signatories to this document are hereinafter referred to as "Participating Units". Article III. Purpose. The purpose of this Authority is to, through the use of the powers authorized by the Act,plan, promote, finance, issue bonds for, acquire, improve,enlarge, extend, own, construct, operate, repair,replace, or contract for public improvements and services associated with a regional public water supply system; to contract with any Participating Unit or Non-Participating entity as provided for by law, to provide or receive any or all such services; to promote educational activities related to such services; and to facilitate regional planning for protection of regional water resources. Article IV. Corporate Body; Authority Area. This Authority shall be a body corporate with power to sue and be sued in any court of this State. The Authority area shall be the geographic area of all Participating Units ("Authority Area"). Page 1 of 11 pages MMWA Articles of Incorporation Article V. Authority. This Authority is an authority under Section 6 of Article IX of the 1963 Michigan Constitution. Article VI. Fiscal Year. The fiscal year of this Authority shall commence on the first day of January, in each year, and end on the thirty-first day of the following December. Article VIE[. Powers of Authority. The Authority shall possess all powers which are authorized by the Act. The Authority shall possess all the powers necessary for carrying out the purposes of its formation. Notwithstanding anything herein to the contrary, the Authority shall only possess and exercise powers with respect to the public improvement and services of a regional public water supply system. Article VIII. Issuance Of Bonds. For the purpose of defraying the project costs of a project, the Authority may issue bonds or revenue bonds pursuant to the Act or pursuant to other state law. Article IX. Authority Organization. A. Delegates,• Representation of Participating Units. The Authority shall be governed in accordance with the Act and as set forth in Article IX and Article X and in accordance with duly adopted Bylaws. The Authority shall be comprised of Participating Unit Delegates who shall be appointed to the Authority in the manner stated in these Articles ("Delegate"). Each Participating Unit shall appoint one (1) Delegate to the Authority, and one (1) alternate Delegate ("Alternate Delegate") to act in the absence of the Delegate. The legislative body of each Participating Unit shall appoint its Delegate(s) in such manner as it shall determine. Each Delegate and Alternate Delegate shall serve at the pleasure of the legislative body of the Participating Unit, or its designee. In the event of a vacancy in the office of the Delegate or Alternate Delegate representing a Participating Unit, the legislative body of the Participating Unit, or its designee, shall fill the vacancy. Neither a vacancy in the office of a Delegate, nor failure to appoint a Delegate or Alternate Delegate shall impair the rights of the Authority to exercise all the rights and perform all the duties of the Authority. The Authority may also include ex-officio representatives from such agencies as State and Local Health Departments, Tri-County Regional Planning Commission, US Geological Survey, Department of Natural Resources, and others as determined by the Authority. B. Voting. Each Delegate shall cast a vote as stated in this Article. 1. For General Issues Before The Authority. Each Delegate shall cast one vote. In the event the Delegate from a Participating Unit is absent, the Alternate Delegate may cast that Participating Unit's vote. In the absence of an Page 2 of 11 pages MMWA Articles of Incorporation Alternate Delegate, that Unit's vote shall not be cast at that meeting. Except as otherwise provided in these Articles, a majority vote of Delegates in attendance with a quorum shall pass general issues. In the event of a tie vote, the motion shall not pass. 2. For Issues Specific To A Project. A project may be proposed by a Participating Unit, or any combination of Participating Units and thereafter decisions on matters relating to the project will be subject to a weighted vote by the Delegates representing project participants, and a majority vote of Delegates in attendance, in accordance with this Article. A project shall be initiated by a resolution of the Authority and the resolution shall designate all project participants, and the scope and extent of the project. The project may include, as participants, both Participating Units, and Non- Participating Units. However, no project may include a Participating Unit which did not agree to participate in the project. Addition of project participants following initiation of a project shall require adoption of a resolution passed in accordance with B.2., Paragraph 5, of this Article. The votes allocated to the Delegate representing a project participant shall be equal to one hundred (100) times a fraction whose numerator shall equal the cost of the project to be borne by that project participant and whose denominator shall equal the total cost of the project, or pursuant to other methodology as approved by the project participants. Each weighted vote shall be rounded to the nearest whole number. In the event the Delegate is absent, the Alternate Delegate may cast the weighted votes for that project participant. In the absence of the Alternate Delegate, the project participant's vote shall not be cast at that meeting. The Authority shall decide any motion or question regarding a project by the majority vote of: 1) the weighted votes of all Delegates in attendance, with a quorum present and 2) the majority of all Delegates in attendance, with a quorum present. In the event of a tie vote, the motion shall not pass. C. Quorum. A quorum shall consist of at least one-half(1/2) of the total number of Delegates. In the event a vote is to be taken on a project issue, a quorum shall also consist of at least one-half(1/2) of the total number of weighted votes of Delegates representing project participants. D. Non-Voting Representatives. An Alternate Delegate may only vote in the absence of the Delegate. An Ex-Officio representative shall not cast a vote on any issue before the Authority. Article X. Authority Meetings, Compensation. The Authority shall conduct an organizational meeting in January of each year and shall convene meetings as may be Page 3 of 11 pages MMWA Articles of Incorporation provided in the Authority's Bylaws. The Authority or the Chairperson may convene special meetings in accordance with the procedures set forth in the Authority's Bylaws. Delegates may be compensated for attendance at Authority meetings and for other designated services provided by the Delegate as shall be set forth in the Bylaws. Article XI. Fees and Charges. Each Participating Unit shall pay an annual membership fee as set forth in the Bylaws. The membership fee of any Participating Unit shall not exceed 0.2 mills multiplied by the state equalized valuation of all taxable real and personal property within that Participating Unit. The membership fee shall be due and payable on January 1 of each year. If a Participating Unit fails to pay its membership fee within sixty (60) days of the due date, it shall be placed on inactive status in accordance with Article XXIV. The membership fee shall be used to pay the administrative expenses of promoting, planning for and managing the water supply development of the Authority Area, and for enhancing the coordination and cooperation of governmental services related to water supply within the Authority Area. In addition to the membership fee stated above, the Authority may charge separate fees to a Participating Unit for services provided to the Participating Unit, as well as fees or charges for a Non-Participating Unit for services provided to the Non-Participating Unit. Article XII. Taxation. The Authority shall not levy any taxes. The Authority may only assess such fees or charges as are provided for in Article XI. Article XIII. Contracts. The Authority may enter into contracts for the construction, acquisition or provision of regional water supply facilities and related services, in accordance with Article III. Article XIV. Officers. The Authority shall, at its organizational meeting in January each year, elect a Chairperson, Vice Chairperson, Secretary, and Treasurer for the ensuing fiscal year. The Chairperson and Vice Chairperson shall be Delegates to the Authority. The Secretary and Treasurer are not required to be Delegates to the Authority. The duties of these officers shall be prescribed by the Authority's Bylaws. Each officer shall serve for the fiscal year for which the officer was elected and thereafter until a successor is elected. Any officer may be removed at any time without cause upon the affirmative vote of two- thirds (2/3) of the total number of Delegates to the Authority. Article XV. Executive Director. Upon the recommendation of the Chairperson, the Authority may appoint an Executive Director, in accordance with such terms as it may prescribe, to serve at the pleasure and under the supervision of the Authority, as the Page 4 of 11 pages MMWA Articles of Incorporation principal administrator for the Authority. The Executive Director shall have the powers and duties as provided in the Bylaws. The Executive Director shall not be a Delegate to the Authority. Article XVI. Executive Committee. An Executive Committee shall be established in accordance with this Article. A. Membership. The Executive Committee shall consist of five (5) Delegates plus the Executive Director (if one is appointed pursuant to Article XV). The Executive Director shall be a non-voting member of the committee. The Largest Participating Unit shall be a voting Delegate to the Executive Committee. The Chairperson and the Vice Chairperson shall automatically serve as two (2) of the five (5) voting Delegates to the Executive Committee. The remaining voting Delegates shall be selected by the Authority at its initial meeting of each fiscal year. B. Responsibilities. The Executive Committee shall: 1. review matters which are proposed for the agenda by the Chairperson and may offer recommendations to the Authority with regard to the items which are on each agenda; 2. review and make recommendations on the proposed budget to be approved by the Authority for each fiscal year; 3. review and make recommendations to the Authority on the work, goals and objectives presented to the Authority by any standing committees, and agencies which operate under the Authority; 4. undertake such other responsibilities as are delegated to the Executive Committee by the Authority, provided however that the Executive Committee shall have the power to bind the Authority by making expenditures or incurring obligations up to a cumulative total limit as specified in the Bylaws. However, all such expenditures or incurred obligations must be ratified by the Authority. Upon ratification of an obligation or expenditure by the Authority, the power of the Executive Committee to make expenditures or incur obligations shall be deemed restored up to that same cumulative total limit. The Executive Committee shall be empowered to take such actions as are delegated to it by the Authority, within the limitations as specified in the Bylaws, and take such emergency actions as may be necessary until a meeting of the Authority can be convened. In each instance, the actions of the Executive Committee shall be ratified, modified or overruled by the Authority at its next meeting following the action of the Executive Committee. C. Procedure. Procedures for convening meetings, voting of the Executive Committee, and other matters pertaining to the functions of the Executive Committee may be specified in the Bylaws. Page 5 of 11 pages MMWA Articles of Incorporation Article XVII. Budget. The Executive Director, or in the absence of an Executive Director, the Chairperson, shall, not later than October 1 of each year, prepare a proposed annual budget for the following fiscal year. Following review and recommendation by the Executive Committee, the Authority shall, on or before January 1 of each year, adopt the annual budget. Article XVIII. Standing Committees and Advisory Committees. The Authority may establish committees, including standing committees of the Authority and advisory committees, in accordance with the Authority's Bylaws. Article XIX. Creation of Bureaus and Divisions. The Authority may establish bureaus and divisions within the Authority to carry out its functions, and may refer to them as a bureau, division, agency, board or such other name as it shall find appropriate (individually referred to in these Articles as an "Agency"). The Authority may bring into the Authority an Agency which was established outside of the Authority's auspices, by amending these Articles, in accordance with Article XXI and the Authority's Bylaws, to reflect any transfer agreement with that Agency. The method of establishing an Agency and delegating powers and responsibilities to an Agency shall be set forth in the Bylaws. Article XX. Bylaws. The Authority shall have the right to adopt and amend Bylaws governing its procedure and functions, provided that the Bylaws are not in conflict with the terms of these Articles, the Act, or any other applicable statute. Bylaws shall be adopted and amended only upon a two-thirds (2/3) vote of the Delegates to the Authority. Article XXI. Amendment of Articles of Incorporation. Any proposed amendment to these Articles of Incorporation shall be mailed by first class mail to all Delegates and to the legislative bodies of all Participating Units belonging to the Authority not less than thirty (30) days prior to the date of the Authority meeting at which the proposed amendment will be considered. These Articles may be amended upon approval of: 1) a majority of the Delegates to the Authority, and 2) a majority of the members elected to and serving on the legislative body of each Participating Unit, except as otherwise provided in Section 7 and 11 of the Act and Article XXII hereof for addition of Local Governmental Units. Article XXII. Addition of Units. A city, township, or other entity may be added to the Authority after the Authority's incorporation upon compliance with Sections 7 and 11 of the Act and the amendment of these Articles of Incorporation to reflect that addition. Such compliance requires, at a minimum: 1) Adoption of a resolution by a vote of not less than two-thuds (2/3) of the Delegates appointed to the Authority to accept the new unit, and, 2) Adoption of a resolution by a majority of the members elected to and serving on the legislative body of the unit to be added, stating that the unit desires to be added to the Page 6 of 11 pages MMWA Articles of Incorporation Authority, and it adopts the Articles of Incorporation as amended to reflect the addition of the Unit. After a Participating Unit has been added to the Authority, the Clerk of that Unit shall sign the Articles of Incorporation as amended on behalf of that Unit. Article XXIII. Withdrawal of Units. A Participating Unit may withdraw from the Authority (for purposes of this Article a"Withdrawing Unit"), subject to the requirements of Section 33 of the Act, upon delivery of six (6) months written notice to the Authority. In the event that the written notice of withdrawal is received by the Authority less than six (6) months before the end of the Authority's fiscal year, the Withdrawing Unit shall be liable for membership fees for the succeeding Authority fiscal year. No membership fees shall be returned to any Withdrawing Unit. However, all contractual rights acquired and obligations incurred by a Withdrawing Unit while it was a Participating Unit shall remain in full force and effect. The Withdrawing Unit shall remain liable for any monetary obligations incurred by the Withdrawing Unit prior to date of withdrawal. Article MY Inactive Membership Status. Any Participating Unit which fails to pay its annual dues within sixty (60) days of the beginning of each fiscal year shall be deemed delinquent. A delinquent Participating Unit shall be placed on inactive status, its Delegate(s) shall not be entitled to vote, nor shall the Delegate nor the Delegate's vote be counted for quorum or voting purposes. Moreover, the Authority may prohibit the Delegate(s) of an inactive Participating Unit from participating in debates or discussions of the Authority or on any Agency operating under the Authority's auspices. The Participating Unit's inactive status shall be referred to the Executive Committee for appropriate action. Inactive status shall remain until all fees,including any penalties approved by the Authority, are paid in full. Inactive membership status shall not affect a Participating Unit's contractual obligations, obligations incurred while on inactive status, or commitment to pay monetary obligations as stated in Article XXIII. Article XXV. Adoption. Upon adoption of these Articles of Incorporation by the legislative body of each Participating Unit, such adoption shall be evidenced by an endorsement on the Articles by the Clerk of that Participating Unit as provided below. Upon adoption by the Participating Units, these Articles of Incorporation shall be filed by the Clerk of the Largest Participating Unit with the Secretary of State and the Clerk of each County in which a Participating Unit is located. Page 7 of 11 pages MMWA Articles of Incorporation These Articles of Incorporation were adopted by an affirmative vote of a majority of the members servingon the legislative body of Bath Township at a meeting duly held on the I day of' e e-- , 1995. Date: b , 1995 BATH TOWNSHIP By. (A- Ka leen B. McQueen, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the membSks serving o e legislative body of Delhi Township at a meeting duly held on the If __day of , 1995. Date: �rJ, ,29 , 1995 DELHI TOWNSHIP BY' _— Virginia , Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Delta Township at a meeting duly held on the --2-L—day of — , 1995. Date: �Z 27 , ,� `1 , 1995 DELTA TOWNSHIP By: J ce Vedder, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the Village of Dimondale at a meeting duly held on the /4fh day of Avq ,ar , 1995. Date: _ 101N)- 2J , 1995 VILLAGE OF DIMONDALL- B . A / ,i� Denise Parisian, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the City of East Lansing at a meeting duly held on the day of , 1995. Date: , 1995 CITY OF EAST LANSING. L ..Lflfenf'rona//V Jeff' 6�QNk� By: Susan Donnell, Clerk Page 8 of 11 pages MMWA Articles of Incorporation These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the City of Grand Ledge at a meeting duly held on the 1_day of 1995. Date: 1995 CITY OF GRAND LEDGE By: - -Z Christine Hnatiw These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the City of Larysing at a meeting duly held on the j7h--1day of IS , 1995. Date: 1���_, 1995 CITY OF LANSIN3 By: Marilynn gla�Qlerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the egislative body of Lansing Township at a meeting duly held on the =22e> .day of ,1995. Date: ��`�' S , 1995 LANSING TOWNSHIP By: C Dorothy L. John l�r These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Meridian Township at a meeting duly held on the day of 11995. Date: , 1995 MERIDIAN TOWNSHIP ( Znt.nt;ona/ly left b(Qfrk By: Virginia L. White, Clerk Page 9 of 11 pages MMWA Articles of Incorporation These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Oneida Township at a meeting duly held on the day of , 1995. Date: , 1995 ONEIDA TOWNSHIP C MNtcetiOna//y Itft b(oAl) By: Janet C. Schultz, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Vevay Township at a meeting duly held on the day of , 1995. Date: , 1995 VEVAY TOWNSHIP L rht«f;aso/q lets blenK) By: Susan C. Kosier These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Watertown Township at a meeting duly held on the day of , 1995. Date: , 1995 WATERTOWN TOWNSHIP Titin+.'ertall left blohk) By: Phyllis Rathbun, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the Village of Webberville at a meeting duly held on the j i 4�day of C O , 1995. Date: -Prt) . - 1995 VILLAGE OF WEBBERVILLE By: Rosa Jones, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Wheatfield Township at a meeting duly held on the day of , 1995. Date: , 1995 WHEATFIELD TOWNSHIP By: Kathleen Webster, Clerk Page 10 of 11 pages MMWA Articles of Incorporation These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the City of Williamston at a meeting duly held on the day of , 1995. Date: , 1995 CITY OF WILLIAMSTON ( ThtontIonaly left bean K) By: Alan Dolley, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Williamstown Township at a meeting duly held on the day of 1995. Date: , 1995 WILLIAMSTOWN TOWNSHIP 2nTeh-f-;onv/y lafr' blanK� By: Shirley A. Graham, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on a legislative body of Windsor Township at a meeting duly held on the 'Rd=t-_day o C , 1995. Date: r U✓rvLQ2 0 , 1995 WINDSOR TO %SHIP By! 4�wtle, ind , Clerk Page 11 of 11 pages *H1 Office of City Clerk City of Lansing Marilynn Slade City Clerk November 30, 1995 Ms. Dorothy L. Johnston, Clerk Lansing Charter Township 3209 West Michigan Avenue Lansing, Michigan 48917 Dear Ms. Johnston: The Articles of Incorporation of the Mid-Michigan Water Authority, adopted by the participating local governmental units, as authorized under and pursuant to Act 292 of the Michigan Public Acts of 1989, are being submitted to your office for filing. Evidence of adoption of the Articles is shown by an endorsement on the-enclosed original by each clerk of the local governmental unit. Please complete and return the enclosed Certificate and Acknowledgment of Filing, together with a "true copy" of the filed Articles of Incorporation of the Mid-Michigan Water Authority, for our records. Thank you for your attention to this matter. Very truly yours, Marilynn Slade City Clerk Enclosures Ninth Floor, City Hall, 124 W. Michigan Ave., Lansing, MI A8933-1695 • 517-483-4131 • 517-483-6066 FAX Y ref CERTIFICATE AND ACKNOWLEDGMENT OF FILING The undersigned hereby certifies and acknowledges that the City of Lansing, Michigan, being the largest participating local governmental unit in the Mid-Michigan Water Authority, did on the day of 1995, file a printed copy of the Articles of Incorporation of the Mid-Michigan Water Authority, which were adopted and approved by the participating local governmental units on the date stated and evidenced by endorsements on the Articles by the clerks of the participating units. LANSING TOWNSHIP CLERK (SEAL) Dorothy L. Johnston Dated: , 1995 Return to: Marilynn Slade,City Clerk City of Lansing 124 W. Michigan Avenue Lansing,MI 48933 CERTIFICATE AND ACKNOWLEDGMENT OF FILING L1'-..'.'Sii Ci C CL`E! The undersigned hereby certifies and acknowledges that the City of Lansing, Michigan, being the largest participating local governmental unit in the Mid-Michigan Water Authority, did on the day of L 1995, file a printed copy of the Articles of Incorporation of the Mid-Michigan Water Authority, which were adopted and approved by the participating local governmental units on the date stated and evidenced by endorsements on the Articles by the clerks of the participating units. WINDSOR TOWNSHIP CLERK (SEAL) L da owsley Dated: ' , 1995 Return to: Marilynn Slade,City Clerk City of Lansing 124 W. Michigan Avenue Lansing,MI 48933 RESOLUTION FOR ADOPTION OF THE ARTICLES OF INCORPORATION OF THE MID-MICHIGAN WATER AUTHORITY WHEREAS, a regional approach to water supply will provide for improved reliability, efficiency and lower costs in meeting local water resource requirements, and WHEREAS, the feasibility of such an approach has been demonstrated based on independent study and critical local review, and WHEREAS, the Articles of Incorporation of the Mid-Michigan Water Authority published on May 10, 1995 in the Lansing State Journal set forth the basis for participation of local units of government in a Metropolitan Council for specific purposes, and WHEREAS, the N— i ra p desires to be a participating member of the id-Michigan Water Authority, established pursuant to Act No. 292 of the Michigan Public Acts of 1989, NOW THEREFORE, the Articles of Incorporation of the Mid-Michigan Water Authority are hereby adopted by an affirmative majority vote of the members serving on the legiisslttive body of �, s�r2 c v , at a meeting duly held or. the �� Any of , A.D., 1995. B Cle k I , LINDA TOWSLEY , THE FULLY QUALIFIED CLERK OF THE CHARTER TOWNSHIP OF WINDSOR , EATON COUNTY , MICHIGAN DO HEREBY CERTIFY THAT THE FOREGOING IS A TRUE AND COMPLETE COPY OF THE RESOLUTION ADOPTED BY THE TOWNSHIP BO 0 AT A REGULAR MEETING HELD ON AUGUST 8 , 1995 . ,r N A TOWSLEY , �R CLER 1 1 i I s PN5ln C �CHIGr Office of City Clerk City of Lansing Marilynn Slade City Clerk November 30, 1995 Ms. Linda Towsley, Clerk Windsor Charter Township 405 West Jefferson Dimondale, Michigan 48821 Dear Ms. Towsley: The Articles of Incorporation of the Mid-Michigan Water Authority, adopted by the participating local governmental units, as authorized under and pursuant to Act 292 of the Michigan Public Acts of 1989, are being submitted to your office for filing. Evidence of adoption of the Articles is shown by an endorsement on the enclosed original by each clerk of the local governmental unit. Please complete and return the enclosed Certificate and Acknowledgment of Filing, together with a "true copy" of the filed Articles of Incorporation of the Mid-Michigan Water Authority, for our records. Thank you for your attention to this matter. Very truly yours, Marilynn Slade City Clerk Enclosures Ninth Floor, City Hall, 124 W. Michigan Ave., Lansing, MI 48933-1695 • 517-483-4131 • 517-483-6066 FAX Y Ci� CERTIFICATE AND ACKNOWLEDGMENT OF FILING The undersigned hereby certifies and acknowledges that the City of Lansing, Michigan, being the largest participating local governmental unit in the Mid-Michigan Water Authority, did on the day of 1995, file a printed copy of the Articles of Incorporation of the Mid-Michigan Water Authority, which were adopted and approved by the participating local governmental units on the date stated and evidenced by endorsements on the Articles by the clerks of the participating units. WINDSOR TOWNSHIP CLERK (SEAL) Linda Towsley Dated: , 1995 Return to: Marilynn Slade,City Clerk City of Lansing 124 W. Michigan Avenue Lansing,MI 48933 CERTIFICATE AND ACKNOWLEDGMENT OF FILING The undersigned hereby certifies and acknowledges that the City of Lansing, Michigan, being the largest participating local governmental unit in the Mid-Michigan Water Authority, did on the 14thday of August 1995, file a printed copy of the Articles of Incorporation of the Mid-Michigan Water Authority, which were adopted and approved by the participating local governmental units on the date stated and evidenced by endorsements on the Articles by the clerks of the participating units. VILLAGE OF DIMONDALE . 7 O�{J� CZM (SEAL) Denise Parisian, Clerk Dated: December 12 , 1995 Return to: Marilynn Slade,City Clerk City of Lansing 124 W. Michigan Avenue Lansing,MI 48933 Filed 8/14/95 i NIWA Articles of Incorp:iration Denise M. Parisian ARTICLES OF INCORPORATION of the MID-MICHIGAN WATER AUTHORITY These Articles of Incorporation are adopted and executed by the incorporating units, Bath Township, Delhi Township, Delta Township, Village of Dimondale, City of East Lansing, City of Grand Ledge, City of Lansing, Lansing Township, Meridian Township, Oneida Township, Vevay Township, Watertown Township, Village of Webberville, Wheatfield Township, City of Williamston, Williamstown Township, and Windsor Township, for the purpose of creating a Metropolitan Council pursuant to the provisions of Act No. 292 of the Michigan Public Acts of 1989 (the "Act"). Article I. Name. The name of this Metropolitan Council shall be the Mid-Michigan Water Authority ("Authority"). Article II. Names of Incorporating Units. The Incorporating Units of government creating the Authority are identified as follows: Bath Township, Delhi Township, Delta Township, Village of Dimondale, City of East Lansing, City of Grand Ledge, City of Lansing, Lansing Township, Meridian Township, Oneida Township, Vevay Township, Watertown Township, Village of Webberville, Wheatfield Township, City of Williamston, Williamstown Township, and Windsor Township. The signatories to this document are hereinafter referred to as "Participating Units". Article III. Purpose. The purpose of this Authority is to, through the use of the powers authorized by the Act, plan, promote, finance, issue bonds for, acquire, improve, enlarge, extend, own, construct, operate, repair, replace, or contract for public improvements and services associated with a regional public water supply system; to contract with any Participating Unit or Non-Participating entity as provided for by law, to provide or receive any or all such services; to promote educational activities related to such services; and to facilitate regional planning for protection of regional water resources. Article IV. Corporate Body; Authority Area. This Authority shall be a body corporate with power to sue and be sued in any court of this State. The Authority area shall be the geographic area of all Participating Units ("Authority Area"). Page 1 of 11 pages Iv MI WA Articles of Incorporation Article V. Authority. This Authority is an authority under Section 6 of Article IX of the 1963 Michigan Constitution. Article VI. Fiscal Year. The fiscal year of this Authority shall commence on the first day of January, in each year, and end on the thirty-first day of the following December. Article VII. Powers of Authority. The Authority shall possess all powers which are authorized by the Act. The Authority shall possess all the powers necessary for.-carrying out the purposes of its formation. Notwithstanding anything herein to the contrary, the Authority shall only possess and exercise powers with respect to the public improvement and services of a regional public water supply system. Article VH1. Issuance Of Bonds. For the purpose of defraying the project costs of a project, the Authority may issue bonds or revenue bonds pursuant to the Act or pursuant to other state law. Article IX. Authority Organization. A. Delegates: Representation of Participating Units. The Authority shall be governed in accordance with the Act and as set forth in Article IX and Article X and in accordance with duly adopted Bylaws. The Authority shall be comprised of Participating Unit Delegates who shall be appointed to the Authority in the manner stated in these Articles ("Delegate"). Each Participating Unit shall appoint one (1) Delegate to the Authority, and one (1) alternate Delegate ("Alternate Delegate") to act in the absence of the Delegate. The legislative body of each Participating Unit shall appoint its Delegate(s) in such manner as it shall determine. Each Delegate and Alternate Delegate shall serve at the pleasure of the legislative body of the Participating Unit, or its designee. In the event of a vacancy in the office of the Delegate or Alternate Delegate representing a Participating Unit, the legislative body of the Participating Unit, or its designee, shall fill the vacancy. Neither a vacancy in the office of a Delegate, nor failure to appoint a Delegate or Alternate Delegate shall impair the rights of the Authority to exercise all the rights and perform all the duties of the Authority. The Authority may also include ex-officio representatives from such agencies as State and Local Health Departments, Tri-County Regional Planning Commission, US Geological Survey, Department of Natural Resources, and others as determined by the Authority. B. Vo_ tiny. Each Delegate shall cast a vote as stated in this Article. 1. For General Issues Before The Authority. Each Delegate shall cast one vote. In the event the Delegate from a Participating Unit is absent, the Alternate Delegate may cast that Participating Unit's vote. In the absence of an Page 2 of 11 pages MM. WA Articles of Inrorporation Alternate Delegate, that Unit's vote shall not be cast at that meeting. Except as otherwise provided in these Articles, a majority vote of Delegates in attendance with a quorum shall pass general issues. In the event of a tie vote, the motion shall not pass. 2. For Issues Specific To A Project. A project may be proposed by a Participating Unit, or any combination of Participating Units and thereafter decisions on matters relating to the project will be subject to a weighted vote by the Delegates representing project participants, and a majority vote of Delegates in attendance, in accordance with this Article. A project shall be initiated by a resolution of the Authority and the resolution shall designate all project participants, and the scope and extent of the project. The project may include, as participants, both Participating Units, and Non- Participating Units. However, no project may include a Participating Unit which did not agree to participate in the project. Addition of project participants following initiation of a project shall require adoption of a resolution passed in accordance with B.2., Paragraph 5, of this Article. The votes allocated to the Delegate representing a project participant shall be equal to one hundred (100) times a fraction whose numerator shall equal the cost of the project to be borne by that project participant and whose denominator shall equal the total cost of the project, or pursuant to other methodology as approved by the project participants. Each weighted vote shall be rounded to the nearest whole number. In the event the Delegate is absent, the Alternate Delegate may cast the weighted votes for that project participant. In the absence of the Alternate Delegate, the project participant's vote shall not be cast at that meeting. The Authority shall decide any motion or question regarding a project by the majority vote of: 1) the weighted votes of all Delegates in attendance, with a quorum present and 2) the majority of all Delegates in attendance, with a quorum present. In the event of a tie vote, the motion shall not pass. C. Quorum. A quorum shall consist of at least one-half(1/2) of the total number of Delegates. In the event a vote is to be taken on a project issue, a quorum shall also consist of at least one-half(1/2) of the total number of weighted votes of Delegates representing project participants. D. Non-Voting Representatives. An Alternate Delegate may only vote in the absence of the Delegate. An Ex-Officio representative shall not cast a vote on any issue before the Authority. Article X. Authority Meetings, Compensation. The Authority shall conduct an organizational meeting in January of each year and shall convene meetings as may be Page 3 of 11 pages MMWA Articles of Incorporation provided in the Authority's Bylaws. The Authority or the Chairperson may convene special meetings in accordance with the procedures set forth in the Authority's Bylaws. Delegates may be compensated for attendance at Authority meetings and for other designated services provided by the Delegate as shall be set forth in the Bylaws. Article XI. Fees and Charges. Each Participating Unit shall pay an annual membership fee as set forth in the Bylaws. The membership fee of any Participating Unit shall not exceed 0.2 mills multiplied by the state equalized valuation of all taxable real and personal property within that Participating Unit. The membership fee shall be due and payable on January 1 of each year. If a Participating Unit fails to pay its membership fee within sixty (60) days of the due date, it shall be placed on inactive status in accordance with Article XXIV. The membership fee shall be used to pay the administrative expenses of promoting, planning for and managing the water supply development of the Authority Area, and for enhancing the coordination and cooperation of governmental services related to water supply within the Authority Area. In addition to the membership fee stated above, the Authority may charge separate fees to a Participating Unit for services provided to the Participating Unit, as well as fees or charges for a Non-Participating Unit for services provided to the Non-Participating Unit. Article XII. Taxation. The Authority shall not levy any taxes. The Authority may only assess such fees or charges as are provided for in Article XI. Article XIII. Contracts. The Authority may enter into contracts for the construction, acquisition or provision of regional water supply facilities and related services, in accordance with Article III. Article XIV. Officers. The Authority shall, at its organizational meeting in January each year, elect a Chairperson, Vice Chairperson, Secretary, and Treasurer for the ensuing fiscal year. The Chairperson and Vice Chairperson shall be Delegates to the Authority. The Secretary and Treasurer are not required to be Delegates to the Authority. The duties of these officers shall be prescribed by the Authority's Bylaws. Each officer shall serve for the fiscal year for which the officer was elected and thereafter until a successor is elected. Any officer may be removed at any time without cause upon the affirmative vote of two- thirds (2/3) of the total number of Delegates to the Authority. Article XV. Executive Director. Upon the recommendation of the Chairperson, the Authority may appoint an Executive Director, in accordance with such terms as it may prescribe, to serve at the pleasure and under the supervision of the Authority, as the Page 4 of 11 pages MMWA Articles of Alike:poration principal administrator for the Authority. The Executive Director shall have the powers and duties as provided in the Bylaws. The Executive Director shall not be a Delegate to the Authority. Article XVI. Executive Committee. An Executive Committee shall be established in accordance with this Article. j A. Membership. The Executive Committee shall consist of five (5) Delegates plus the Executive Director (if one is appointed pursuant to Article XV). The Executive Director shall be a non-voting member of the committee. The Largest Participating Unit shall be a voting Delegate to the Executive Committee. The Chairperson and the Vice Chairperson shall automatically serve as two (2) of the five (5) voting Delegates to the Executive Committee. The remaining voting Delegates shall be selected by the Authority at its initial meeting of each fiscal year. B. Responsibilities. The Executive Committee shall: 1. review matters which are proposed for the agenda by the Chairperson and may offer recommendations to the Authority with regard to the items which are on each agenda; 2. review and make recommendations on the proposed budget to be approved by the Authority for each fiscal year; 3. review and make recommendations to the Authority on the work, goals and objectives presented to the Authority by any standing committees, and agencies which operate under the Authority; 4. undertake such other responsibilities as are delegated to the Executive Committee by the Authority, provided however that the Executive Committee I shall have the power to bind the Authority by making expenditures or incurring obligations up to a cumulative total limit as specified in the Bylaws. However, all such expenditures or incurred obligations must be ratified by the Authority. Upon ratification of an obligation or expenditure by the Authority, the power of the Executive Committee to make expenditures or incur obligations shall be deemed restored up to that same cumulative total limit. The Executive Committee shall be empowered to take such actions as are delegated to it by the Authority, within the limitations as specified in the Bylaws, and take such emergency actions as may be necessary until a meeting of the Authority can be convened. In each instance, the actions of the Executive Committee shall be ratified, modified or overruled by the Authority at its next meeting following the action of the Executive Committee. C. Procedure. Procedures for convening meetings, voting of the Executive Committee, and other matters pertaining to the functions of the Executive Committee may be specified in the Bylaws. Page 5 of 11 pages IdIAWA Articles of Incorporation Article XVII. Budget. The Executive Director, or in the absence of an Executive Director, the Chairperson, shall, not later than October 1 of each year, prepare a proposed annual budget for the following fiscal year. Following review and recommendation by the Executive Committee, the Authority shall, on or before January 1 of each year, adopt the annual budget. Article XVIII. Standing Committees and Advisory Committees. The Authority may establish committees, including standing committees of the Authority and advisory committees, in accordance with the Authority's Bylaws. Article XIX. Creation of Bureaus and Divisions. The Authority may establish bureaus and divisions within the Authority to carry out its functions, and may refer to them as a bureau, division, agency, board or such other name as it shall find appropriate (individually referred to in these Articles as an "Agency"). The Authority may bring into the Authority an Agency which was established outside of the Authority's auspices, by amending these Articles, in accordance with Article XXI and the Authority's Bylaws, to reflect any transfer agreement with that Agency. The method of establishing an Agency and delegating powers and responsibilities to an Agency shall be set forth in the Bylaws. Article XX. Bylaws. The Authority shall have the right to adopt and amend Bylaws governing its procedure and functions, provided that the Bylaws are not in conflict with the terms of these Articles, the Act, or any other applicable statute. Bylaws shall be adopted and amended only upon a two-thirds vote of the Delegates to the Authority. Article XXI. Amendment of Articles of Incorporation. Any proposed amendment to these Articles of Incorporation shall be mailed by first class mail to all Delegates and to the legislative bodies of all Participating Units belonging to the Authority not less than thirty (30) days prior to the date of the Authority meeting at which the proposed amendment will be considered. These Articles may be amended upon approval of: 1) a majority of the Delegates to the Authority, and 2) a majority of the members elected to and serving on the legislative body of each Participating Unit, except as otherwise provided in Section 7 and 11 of the Act and Article XXII hereof for addition of Local Governmental Units. Article XXII. Addition of Units. A city, township, or other entity may be added to the Authority after the Authority's incorporation upon compliance with Sections 7 and I 1 of the Act and the amendment of these Articles of Incorporation to reflect that addition. Such compliance requires, at a minimum: 1) Adoption of a resolution by a vote of not less than 2/3 of the Delegates appointed to the Authority to accept the new unit, and. 2) Adoption of a resolution by a majority of the members elected to and serving on the legislative body of the unit to be added, stating that the unit desires to be added to the Page 6 of 11 pages MMWA Articles of Incorporation Authority, and it adopts the Articles of Incorporation as amended to reflect the addition of the Unit. After a Participating Unit has been added to the Authority, the Clerk of that Unit shall sign the Articles of Incorporation as amended on behalf of that Unit. Article XXIII. Withdrawal of Units. A Participating Unit may withdraw from the Authority (for purposes of this Article a "Withdrawing Unit"), subject to the requirements of Section 33 of the Act, upon delivery of six (6) months written notice to the Authority. In the event that the written notice of withdrawal is received by the Authority less than six (6) months before the end of the Authority's fiscal year, the Withdrawing Unit shall be liable for membership fees for the succeeding Authority fiscal year. No membership fees shall be returned to any Withdrawing Unit. However, all contractual rights acquired and obligations incurred by a Withdrawing Unit while it was a Participating Unit shall remain in full force and effect. The Withdrawing Unit shall remain liable for any monetary obligations incurred by the Withdrawing Unit prior to date of withdrawal. Article XXIV. Inactive Membership Status. Any Participating Unit which fails to pay its annual dues within sixty (60) days of the beginning of each fiscal year shall be deemed delinquent. A delinquent Participating Unit shall be placed on inactive status, its Delegate(s) shall not be entitled to vote, nor shall the Delegate nor the Delegate's vote be counted for quorum or voting purposes. Moreover, the Authority may prohibit the Delegate(s) of an inactive Participating Unit from participating in debates or discussions of the Authority or on any Agency operating under the Authority's auspices. The Participating Unit's inactive status shall be referred to the Executive Committee for appropriate action. Inactive status shall remain until all fees, including any penalties approved by the Authority, are paid in full. Inactive membership status shall not affect a Participating Unit's contractual obligations, obligations incurred while on inactive status, or commitment to pay monetary obligations as stated in Article XXIII. Article XXV. Adoption. Upon adoption of these Articles of Incorporation by the legislative body of each Participating Unit, such adoption shall be evidenced by an endorsement on the Articles by the Clerk of that Participating Unit as provided below. Upon adoption by the Participating Units. these Articles of Incorporation shall be filed by the Clerk of the Largest Participating Unit with the Secretary of State and the Clerk of each County in which a Participating Unit is located. Page 7 of 11 pages MMWA Arcic:c-s of Incorporation These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Bath Township at a meeting duly held on the day of , 1995. Date: , 1995 BATH TOWNSHIP By: Kathleen B. McQueen, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Delhi Township at a meeting duly held on the day of , 1995. Date: , 1995 DELHI TOWNSHIP By: Virginia Farr, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Delta Township at a meeting duly held on the day of , 1995. Date: , 1995 DELTA TOWNSHIP By: Janice Vedder, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the Village of Dimondale at a meeting duly held on the day of , 1995. Date: , 1995 VILLAGE OF DIMONDALE By: Denise Parisian, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the City of East Lansing at a meeting duly held on the day of , 1995. Date: , 1995 CITY OF EAST LANSING. By: Susan Donnell, Clerk Page 8 of 11 pages 1111MW2: Articles of Incorporation These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the City of Grand Ledge at a meeting duly held on the day of , 1995. Date: , 1995 CITY OF GRAND LEDGE By: Christine Hnatiw These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the City of Lansing at a meeting duly held on the day of , 1995. Date: , 1995 CITY OF LANSING By: Marilyn Slade, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Lansing Township at a meeting duly held on the day of ,1995. Date: , 1995 LANSING TOWNSHIP By: Dorothy L. Johnston, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Meridian Township at a meeting duly held on the day of , 1995. Date: , 1995 MERIDIAN TOWNSHIP By: Virginia L. White, Clerk Page 9 of 11 pages N;MWA Articles of incorporation These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Oneida Township at a meeting duly held on the day of 1995. Date: , 1995 ONEIDA TOWNSHIP By: Janet C. Schultz, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Vevay Township at a meeting duly held on the day of , 1995. Date: , 1995 VEVAY TOWNSHIP By: Susan C. Kosier These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Watertown Township at a meeting duly held on the day of , 1995. Date: , 1995 WATERTOWN TOWNSHIP By: Phyllis Rathbun, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the Village of Webberville at a meeting duly held on the day of , 1995. Date: , 1995 VILLAGE OF WEBBERVILLE By: Rosa Jones, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Wheatfield Township at a meeting duly held on the day of , 1995. Date: , 1995 WHEATFIELD TOWNSHIP By: Kathleen Webster, Clerk Page 10 of 11 pages %t I►YA Articles of Incorporation These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the City of Williamston at a meeting duly held on the day of , 1995. Date: , 1995 CITY OF WILLIAMSTON By: Alan Dolley, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Williamstown Township at a meeting duly held on the day of , 1995. Date: , 1995 WILLIAMSTOWN TOWNSHIP By: Shirley A. Graham, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Windsor Township at a meeting duly held on the day of , 1995. Date: , 1995 WINDSOR TOWNSHIP By: Linda Towsley, Clerk Page 11 of 11 pages VILLAGE of IDIMONDALE DIMONDALE., MICHIGAN WI[EIZEAS, a regional approach to water supply will provide for improved reliability, efficiency and lower costs in meeting local water resource requirements, and WHEREAS, the feasibility of such an approach leas been demonstrated based on independent study and critical local review, and WHEREAS, the Articles of Incorporation of the Mid-Michigan Water Authority, publislied on May 10, 1995 in the Lansing State Journal, set forth the basis for participation of local units of government in a Metropolitan Council for specific purposes, and WHEREAS, the Village o 'DImondale desires to be a participating member of the Mid-Michigan Water Aull orily, established pursuant to Act No. 292 of the Michigani Public Acts of 1989, NOW THEREFORE, the Articles of Incorporation of the Mid-Michigan Water Authority are hereby adopted by an affirmative majority vote of the members serving on the legislative body of the Village of Diniondale, at a meeting duly lield on the 14th day of August, A.D., 1995. Denise M. Parisian, Clerk r1SI^ ti C ��CHIGr Office of City Clerk City of Lansing Marilynn Slade City Clerk November 30, 1995 Ms. Denise Parisian, Clerk Dimondale Village 136 North Bridge Street Dimondale, Michigan 48821 Dear Ms. Parisian: The Articles of Incorporation of the Mid-Michigan Water Authority, adopted by the participating local governmental units, as authorized under and pursuant to Act 292 of the Michigan Public Acts of 1989, are being submitted to your office for filing. Evidence of adoption of the Articles is shown by an endorsement on the enclosed original by each clerk of the local governmental unit. Please complete and return the enclosed Certificate and Acknowledgment of Filing, together with a "true copy" of the filed Articles of Incorporation of the Mid-Michigan Water Authority, for our records. Thank you for your attention to this matter. Very truly yours, Marilynn Slade City Clerk Enclosures Ninth Floor, City Hall, 124 W. Michigan Ave., Lansing, MI 48933-1695 • 517-483-4131 • 517-483-6066 FAX CERTIFICATE AND ACKNOWLEDGMENT OF FILING The undersigned hereby certifies and acknowledges that the City of Lansing, Michigan, being the largest participating local governmental unit in the Mid-Michigan Water Authority, did on the day of 1995, file a printed copy of the Articles of Incorporation of the Mid-Michigan Water Authority, which were adopted and approved by the participating local governmental units on the date stated and evidenced by endorsements on the Articles by the clerks of the participating units. VILLAGE OF DIMONDALE (SEAL) Denise Parisian, Clerk Dated: , 1995 Return to: Marilynn Slade,City Clerk City of Lansing 124 W. Michigan Avenue Lansing,MI 48933 CERTIFICATE AND ACKNOWLEDGMENT OF FILING The undersigned hereby certifies and acknowledges that the City of Lansing, Michigan, being the largest participating local governmental unit in the Mid-Michigan Water Authority, did on the day of 1995, file a printed copy of the Articles of Incorporation of the Mid-Michigan Water Authority, which were adopted and approved by the participating local governmental units on the date stated and evidenced by endorsements on the Articles by the clerks of the participating units. VILLAGE OF WEBBERVILLE (SEAL) Rosa Jones, Cler Dated:.. , 1995 Return to: Marilynn Slade,City Clerk City of Lansing 124 W. Michigan Avenue Lansing,MI 48933 MMWA Articles of Incorporation ARTICLES OF INCORPORATION of the MID-MICHIGAN WATER AUTHORITY These Articles of Incorporation are adopted and executed by the incorporating units, Bath Township, Delhi Township, Delta Township, Village of Dimondale, City of East Lansing, City of Grand Ledge, City of Lansing,Lansing Township, Meridian Township, Oneida Township, Vevay Township,Watertown Township, Village of Webberville,Wheatfield Township, City of'"filliamston,Willliamstov!n Township, and Windsor Township,for the purpose of creating a Metropolitan Council pursuant to the provisions of Act No. 292 of the Michigan Public Acts of 1989 (the "Act"). Article I. Name. The name of this Metropolitan Council shall be the Mid-Michigan Water Authority ("Authority"). Article II. Names of Incorporating Units. The Incorporating Units of government creating the Authority are identified as follows: Bath Township, Delhi Township,Delta Township, Village of Dimondale, City of East Lansing, City of Grand Ledge, City of Lansing, Lansing Township, Meridian Township, Oneida Township, Vevay Township, Watertown Township, Village of Webberville,Wheatfield Township, City of Williamston, Williamstown Township, and Windsor Township. The signatories to this document are hereinafter referred to as "Participating Units". Article III. Purpose. The purpose of this Authority is to, through the use of the powers authorized by the Act,plan, promote, finance, issue bonds for, acquire, improve, enlarge, extend, own, construct, operate, repair, replace, or contract for public improvements and services associated with a regional public water supply system; to contract with any Participating Unit or Non-Participating entity as provided for by law, to provide or receive any or all such services; to promote educational activities related to such services; and to facilitate regional planning for protection of regional water resources. Article IV. Corporate Body: Authority Area. This Authority shall be a body corporate with power to sue and be sued in any court of this State. The Authority area shall be the geographic area of all Participating Units ("Authority Area"). Page 1 of 11 pages MMWA Articles of Incorporation Article V. Authority. This Authority is an authority under Section 6 of Article IX of the 1963 Michigan Constitution. Article VI. Fiscal Year. The fiscal year of this Authority shall commence on the first day of January, in each year, and end on the thirty-first day of the following December. Article VII. Powers of Authority. The Authority shall possess all powers which are authorized by the Act. The Authority shall possess all the powers necessary for carrying out the purposes of its formation. Notwithstanding anything herein to the contrary, the Authority shall only possess and exercise powers with respect to the public improvement and services of a regional public water supply system. Article VIII. Issuance Of Bonds. For the purpose of defraying the project costs of a project, the Authority may issue bonds or revenue bonds pursuant to the Act or pursuant to other state law. Article IX. Authority Organization. A. Delegates, Representation of Participating Units. The Authority shall be governed in accordance with the Act and as set forth in Article IX and Article X and in accordance with duly adopted Bylaws. The Authority shall be comprised of Participating Unit Delegates who shall be appointed to the Authority in the manner stated in these Articles ("Delegate"). Each Participating Unit shall appoint one (1) Delegate to the Authority, and one (1) alternate Delegate ("Alternate Delegate") to act in the absence of the Delegate. The legislative body of each Participating Unit shall appoint its Delegate(s) in such manner as it shall determine. Each Delegate and Alternate Delegate shall serve at the pleasure of the legislative body of the Participating Unit, or its designee. In the event of a vacancy in the office of the Delegate or Alternate Delegate representing a Participating Unit, the legislative body of the Participating Unit, or its designee, shall fill the vacancy. Neither a vacancy in the office of a Delegate, nor failure to appoint a Delegate or Alternate Delegate shall impair the rights of the Authority to exercise all the rights and perform all the duties of the Authority. The Authority may also include ex-officio representatives from such agencies as State and Local Health Departments, Tri-County Regional Planning Commission, US Geological Survey, Department of Natural Resources, and others as determined by the Authority. B. Voting. Each Delegate shall cast a vote as stated in this Article. 1. For General Issues Before The Authority. Each Delegate shall cast one vote. In the event the Delegate from a Participating Unit is absent, the Alternate Delegate may cast that Participating Unit's vote. In the absence of an Page 2 of 11 pages MMWA Articles of Incorporation Alternate Delegate, that Unit's vote shall not be cast at that meeting. Except as otherwise provided in these Articles, a majority vote of Delegates in attendance with a quorum shall pass general issues. In the event of a tie vote, the motion shall not pass. 2. For Issues Specific To A Project. A project may be proposed by a Participating Unit, or any combination of Participating Units and thereafter decisions on matters relating to the project will be subject to a weighted vote by the Delegates representing project participants, and a majority vote of Delegates in attendance, in accordance with this Article. A project shall be initiated by a resolution of the Authority and the resolution shall designate all project participants, and the scope and extent of the project. The project may include, as participants, both Participating Units, and Non- Participating Units. However, no project may include a Participating Unit which did not agree to participate in the project. Addition of project participants following initiation of a project shall require adoption of a resolution passed in accordance with B.2., Paragraph 5, of this Article. The votes allocated to the Delegate representing a project participant shall be equal to one hundred (100) times a fraction whose numerator shall equal the cost of the project to be borne by that project participant and whose denominator shall equal the total cost of the project, or pursuant to other methodology as approved by the project participants. Each weighted vote shall be rounded to the nearest whole number. In the event the Delegate is absent, the Alternate Delegate may cast the weighted votes for that project participant. In the absence of the Alternate Delegate, the project participant's vote shall not be cast at that meeting. The Authority shall decide any motion or question regarding a project by the majority vote of: 1) the weighted votes of all Delegates in attendance, with a quorum present and 2) the majority of all Delegates in attendance, with a quorum present. In the event of a tie vote, the motion shall not pass. C. Quorum. A quorum shall consist of at least one-half(1/2) of the total number of Delegates. In the event a vote is to be taken on a project issue, a quorum shall also consist of at least one-half(1/2) of the total number of weighted votes of Delegates representing project participants. D. Non-Votiny,Representatives. An Alternate Delegate may only vote in the absence of the Delegate. An Ex-Officio representative shall not cast a vote on any issue before the Authority. Article X. Authority Meetings, Compensation. The Authority shall conduct an organizational meeting in January of each year and shall convene meetings as may be Page 3 of 11 pages MMWA Articles of Incorporation provided in the Authority's Bylaws. The Authority or the Chairperson may convene special meetings in accordance with the procedures set forth in the Authority's Bylaws. Delegates may be compensated for attendance at Authority meetings and for other designated services provided by the Delegate as shall be set forth in the Bylaws. Article XI. Fees and Charges. Each Participating Unit shall pay an annual membership fee as set forth in the Bylaws. The membership fee of any Participating Unit shall not exceed 0.2 mills multiplied by the state equalized valuation of all taxable real and personal property within that Participating Unit. The membership fee shall be due and payable on January 1 of each year. If a Participating Unit fails to pay its membership fee within sixty (60) days of the due date, it shall be placed on inactive status in accordance with Article XXIV. The membership fee shall be used to pay the administrative expenses of promoting, planning for and managing the water supply development of the Authority Area, and for enhancing the coordination and cooperation of governmental services related to water supply within the Authority Area. In addition to the membership fee stated above, the Authority may charge separate fees to a Participating Unit for services provided to the Participating Unit, as well as fees or charges for a Non-Participating Unit for services provided to the Non-Participating Unit. Article XII. Taxation. The Authority shall not levy any taxes. The Authority may only assess such fees or charges as are provided for in Article XI. Article XI II. Contracts. The Authority may enter into contracts for the construction, acquisition or provision of regional water supply facilities and related services, in accordance with Article III. Article XIV. Officers. The Authority shall, at its organizational meeting in January each year, elect a Chairperson, Vice Chairperson, Secretary, and Treasurer for the ensuing fiscal year. The Chairperson and Vice Chairperson shall be Delegates to the Authority. The Secretary and Treasurer are not required to be Delegates to the Authority. The duties of these officers shall be prescribed by the Authority's Bylaws. Each officer shall serve for the fiscal year for which the officer was elected and thereafter until a successor is elected. Any officer may be removed at any time without cause upon the affirmative vote of two- thirds (2/3) of the total number of Delegates to the Authority. Article XV. Executive Director. Upon the recommendation of the Chairperson, the Authority may appoint an Executive Director, in accordance with such terms as it may prescribe, to serve at the pleasure and under the supervision of the Authority, as the Page 4 of 11 pages MMWA Articles of Incorporation principal administrator for the Authority. The Executive Director shall have the powers and duties as provided in the Bylaws. The Executive Director shall not be a Delegate to the Authority. Article XVI. Executive Committee. An Executive Committee shall be established in accordance with this Article. A. Membership. The Executive Committee shall consist of five (5) Delegates plus the Executive Director (if one is appointed pursuant to Article XV). The Executive Director shall be a non-voting member of the committee. The Largest Participating Unit shall be a voting Delegate to the Executive Committee. The Chairperson and the Vice Chairperson shall automatically serve as two (2) of the five (5) voting Delegates to the Executive Committee. The remaining voting Delegates shall be selected by the Authority at its initial meeting of each fiscal year. B. Responsibilities. The Executive Committee shall: 1. review matters which are proposed for the agenda by the Chairperson and may offer recommendations to the Authority with regard to the items which are on each agenda; 2. review and make recommendations on the proposed budget to be approved by the Authority for each fiscal year; 3. review and make recommendations to the Authority on the work, goals and objectives presented to the Authority by any standing committees, and agencies which operate under the Authority; 4. undertake such other responsibilities as are delegated to the Executive Committee by the Authority,provided however that the Executive Committee shall have the power to bind the Authority by making expenditures or incurring obligations up to a cumulative total limit as specified in the Bylaws. However, all such expenditures or incurred obligations must be ratified by the Authority. Upon ratification of an obligation or expenditure by the Authority, the power of the Executive Committee to make expenditures or incur obligations shall be deemed restored up to that same cumulative total limit. The Executive Committee shall be empowered to take such actions as are delegated to it by the Authority, within the limitations as specified in the Bylaws, and take such emergency actions as may be necessary until a meeting of the Authority can be convened. In each instance, the actions of the Executive Committee shall be ratified, modified or overruled by the Authority at its next meeting following the action of the Executive Committee. C. Procedure. Procedures for convening meetings, voting of the Executive Committee, and other matters pertaining to the functions of the Executive Committee may be specified in the Bylaws. Page 5 of 11 pages MMWA Articles of Incorporation Article XVII. Budget. The Executive Director, or in the absence of an Executive Director, the Chairperson, shall, not later than October 1 of each year,prepare a proposed annual budget for the following fiscal year. Following review and recommendation by the Executive Committee, the Authority shall, on or before January 1 of each year, adopt the annual budget. Article XVIH. Standing Committees and Advisory Committees. The Authority may establish committees, including standing committees of the Authority and advisory committees, in accordance with the Authority's Bylaws. Article XIX. Creation of Bureaus and Divisions. The Authority may establish bureaus and divisions within the Authority to carry out its functions,and may refer to them as a bureau, division, agency, board or such other name as it shall find appropriate (individually referred to in these Articles as an "Agency"). The Authority may bring into the Authority an Agency which was established outside of the Authority's auspices, by amending these Articles,in accordance with Article XXI and the Authority's Bylaws, to reflect any transfer agreement with that Agency. The method of establishing an Agency and delegating powers and responsibilities to an Agency shall be set forth in the Bylaws. Article XX. Bylaws. The Authority shall have the right to adopt and amend Bylaws governing its procedure and functions, provided that the Bylaws are not in conflict with the terms of these Articles, the Act, or any other applicable statute. Bylaws shall be adopted and amended only upon a two-thirds (2/3) vote of the Delegates to the Authority. Article XXI. Amendment of Articles of Incorporation. Any proposed amendment to these Articles of Incorporation shall be mailed by first class mail to all Delegates and to the legislative bodies of all Participating Units belonging to the Authority not less than thirty (30) days prior to the date of the Authority meeting at which the proposed amendment will be considered. These Articles may be amended upon approval of: 1) a majority of the Delegates to the Authority, and 2) a majority of the members elected to and serving on the legislative body of each Participating Unit, except as otherwise provided in Section 7 and 11 of the Act and Article XXII hereof for addition of Local Governmental Units. Article XXII. Addition of Units. A city, township, or other entity may be added to the Authority after the Authority's incorporation upon compliance with Sections 7 and 11 of the Act and the amendment of these Articles of Incorporation to reflect that addition. Such compliance requires, at a minimum: 1) Adoption of a resolution by a vote of not less than two-thirds (2/3) of the Delegates appointed to the Authority to accept the new unit, and, 2) Adoption of a resolution by a majority of the members elected to and serving on the legislative body of the unit to be added, stating that the unit desires to be added to the Page 6 of 11 pages MMWA Articles of Incorporation Authority, and it adopts the Articles of Incorporation as amended to reflect the addition of the Unit. After a Participating Unit has been added to the Authority, the Clerk of that Unit shall sign the Articles of Incorporation as amended on behalf of that Unit. Article XXIII. Withdrawal of Units. A Participating Unit may withdraw from the Authority (for purposes of this Article a"Withdrawing Unit"), subject to the requirements of Section 33 of the Act, upon delivery of six (6) months written notice to the Authority. In the event that the written notice of withdrawal is received by the Authority less than six (6)months before the end of the Authority's fiscal year, the Withdrawing Unit shall be liable for membership fees for the succeeding Authority fiscal year. No membership fees shall be returned to any Withdrawing Unit. However, all contractual rights acquired and obligations incurred by a Withdrawing Unit while it was a Participating Unit shall remain in full force and effect. The Withdrawing Unit shall remain liable for any monetary obligations incurred by the Withdrawing Unit prior to date of withdrawal. Article XXIV. Inactive Membership Status. Any Participating Unit which fails to pay its annual dues within sixty (60) days of the beginning of each fiscal year shall be deemed delinquent. A delinquent Participating Unit shall be placed on inactive status, its Delegate(s) shall not be entitled to vote, nor shall the Delegate nor the Delegate's vote be counted for quorum or voting purposes. Moreover, the Authority may prohibit the Delegate(s) of an inactive Participating Unit from participating in debates or discussions of the Authority or on any Agency operating under the Authority's auspices. The Participating Unit's inactive status shall be referred to the Executive Committee for appropriate action. Inactive status shall remain until all fees, including any penalties approved by the Authority, are paid in full. Inactive membership status shall not affect a Participating Unit's contractual obligations, obligations incurred while on inactive status, or commitment to pay monetary obligations as stated in Article XXIII. Article XXV. Adoption. Upon adoption of these Articles of Incorporation by the legislative body of each Participating Unit, such adoption shah be evidenced by an endorsement on the Articles by the Clerk of that Participating Unit as provided below. Upon adoption by the Participating Units, these Articles of Incorporation shall be filed by the Clerk of the Largest Participating Unit with the Secretary of State and the Clerk of each County in which a Participating Unit is located. Page 7 of 11 pages MMWA Articles of Incorporation These Articles of Incorporation were adopted by an affirmative vote of a majority of the members servingon the legislative body of Bath Township at a meeting duly held on the day of c e , 1995. Date: b V , 1995 BATH TOWNSHIP By• Catilleen B. McQueen, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the membe,,;s serving pqe legislative body of Delhi Township at a meeting duly held on the /P —day of , 1995. Date: ytw. .Z9 , 1995 DELHI TOWNSHIP By -- Virginia , Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Delta Township at a meeting duly held on the .-;)—/ day of , 1995. Date: ��C71_ % , 1995 DELTA TOWNSHIP By: �rf.L/ :/ 4ir ce Vedder, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the Village of Dimondale at a meeting duly held on the i4fh day of Au�zj 5-r- , 1995. Date: ��. ��� , 1995 VILLAGE OF DIMONDALE By. 7 Denise Parisian, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the City of East Lansing at a meeting duly held on the day of , 1995. Date: , 1995 CITY OF EAST LANSING. C iNfe►,fr`ona//V [aft b lon k) / By: Susan Donnell, Clerk Page 8 of 11 pages MMWA Articles of Incorporation These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the City of Grand Ledge at a meeting duly held on the 1-3—day of 1995. Date: 1995 CITY OF GRAND LEDGE By. Christine Hnatiw These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the City of Lwising at a meeting duly held on the :/day of , 1995. Date: ✓/ ,�_, 1995 CITY OF LANSIN G BY �l,L� L 0. - Marilynn ;'lad , Clerrk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the egislative body of Lansing Township at a meeting duly held on the -2,Qn�c-day of ,1995. Date: � S , 1995 LANSING TgWNSHIP By: i Dorothy 11 Johnst I r These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Meridian Township at a meeting duly held on the day of , 1995. Date: , 1995 MERIDIAN TOWNSHIP 2nt�nf�ono% left bfonk By: Virginia L. White, Clerk Page 9 of 11 pages MMWA Articles of Incorporation These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Oneida Township at a meeting duly held on the day of , 1995. Date: , 1995 ONEIDA TOWNSHIP �Mtre-fiona/!y Icft WaAK) J By: Janet C. Schultz, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Vevay Township at a meeting duly held on the day of , 1995. Date: , 1995 VEVAY TOWNSHIP rh-hmt;oh,l(y left blank) By: Susan C. Kosier These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Watertown Township at a meeting duly held on the day of , 1995. Date: , 1995 WATERTOWN TOWNSHIP Mitt rk8*01y left 6fohK) By: Phyllis Rathbun, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the Village of Webberville at a meeting duly held on the day of C OJ 11995. Date: ev . ;- , 1995 VILLAGE OF WEBBERVILLE By: JC(� Rosa Jones, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Wheatfield Township at a meeting duly held on the day of 91995. Date: , 1995 WHEATFIELD TOWNSHIP Tht hfione y left 6(QmK ./ By: Kathleen Webster, Clerk Page 10 of 11 pages MMWA Articles of Incorporation These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of the City of Williamston at a meeting duly held on the day of , 1995. Date: , 1995 CITY OF WILLIAMSTON ( Tht#mt#vm&9 W f- b(Qn K) By: Alan Dolley, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on the legislative body of Williamstown Township at a meeting duly held on the day of , 1995. Date: ' 1995 WILLIAMSTOWN TOWNSHIP �-TAT"+"0 A a/y la fir' b/anK By: Shirley A. Graham, Clerk These Articles of Incorporation were adopted by an affirmative vote of a majority of the members serving on Oe legislative body of Windsor Township at a meeting duly held on the -l—' day o , 1995. Date: J-4--k Qy-Y\-lQg— o�, 1995 WINDSORTO %SHIP By! - kind wsley, Clerk Page 11 of 11 pages `P14 S INC �CHIGr Office of City Clerk City of Lansing Marilynn Slade City Clerk November 30, 1995 Ms. Rosa Jones, Clerk Webberville Village 115 South Main Webberville, Michigan 48892 Dear Ms. Jones: The Articles of Incorporation of the Mid-Michigan Water Authority, adopted by the participating local governmental units, as authorized under and pursuant to Act 292 of the Michigan Public Acts of 1989, are being submitted to your office for filing. Evidence of adoption of the Articles is shown by an endorsement on the enclosed original by each clerk of the local governmental unit. Please complete and return the enclosed Certificate and Acknowledgment of Filing, together with a "true copy" of the filed Articles of Incorporation of the Mid-Michigan Water Authority, for our records. Thank you for your attention to this matter. Very truly yours, Marilynn Slade City Clerk Enclosures Ninth Floor, City Hall, 124 W. Michigan Ave., Lansing, MI 48933-1695 • 517-483-4131 • 517-483-6066 FAX Y L�� CERTIFICATE AND ACKNOWLEDGMENT OF FILING The undersigned hereby certifies and acknowledges that the City of Lansing, Michigan, being the largest participating local governmental unit in the Mid-Michigan Water Authority, did on the day of 1995, file a printed copy of the Articles of Incorporation of the Mid-Michigan Water Authority, which were adopted and approved by the participating local governmental units on the date stated and evidenced by endorsements on the Articles by the clerks of the participating units. VILLAGE OF WEBBERVILLE (SEAL) Rosa Jones, Clerk Dated: , 1995 Return to: Marilynn Slade,City Clerk City of Lansing 124 W. Michigan Avenue Lansing,MI 48933 14SIN �. C lCHIGP Office of City Clerk City of Lansing Marilynn Slade City Clerk November 30, 1995 Ms. Janice A. Vedder, Clerk Delta Charter Township 7710 West Saginaw Highway Lansing, Michigan 48917 Dear Ms. Vedder: The Articles of Incorporation of the Mid-Michigan Water Authority, adopted by the participating local governmental units, as authorized under and pursuant to Act 292 of the Michigan Public Acts of 1989, are being submitted to your office for filing. Evidence of adoption of the Articles is shown by an endorsement on the enclosed original by each clerk of the local governmental unit. Please complete and return the enclosed Certificate and Acknowledgment of Filing, together with a "true copy" of the filed Articles of Incorporation of the Mid-Michigan Water Authority, for our records. Thank you for your attention to this matter. Very truly yours, Marilynn Slade City Clerk Enclosures Ninth Floor, City Hall, 124 W. Michigan Ave., Lansing, MI 48933-1695 • 517-483-4131 517-483-6066 F' Y Ao ££68b IlV`2uisue7 anuand ue2lgaiW •M bZI NulsueZ 3o c;!j Ilaali C;!j`apels uu,sluew :o;wn;aH 966I :paIuQ Tappan aoruur XX ID JIHSNMOI VYIHQ -s;iun Su►lud►oil iud oql jo s3polo oq; Aq soloiliV aqj uo sluaivas.iopua Aq Paouapina put, paluls alup aqj uo s}iun ImuauiuianoS luool Suilud►oiliud aqj Aq panoiddu puu paldopu alam goigm `XjuogjnV lajuM uvSigo►W-p!W aql jo uoijuiodloou13o soloiliV aql jo Adoo paluiid u aI3 `S66I jo Cup aql uo pip `Aji.iogjnd njt% uugrgory�-piy�aq�u� �iun Iu�uauzuiano� luool �ut�ud►oi�ud Asa iui aq� $uiaq `uuSigoiW `BuisuuZ jo AI!D oqj}uqj sagpolmomiou puu sagpiao fgoiaq pausislapun aql DNI'H3 30 .Lm3NDQa'IMON?IDv C NV HIVDIA11xaD I MARILYNN SLADE, CITY CLERK of the City of Lansing, Michigan, do hereby certify that I have compared the annexed copies of documents returned in acknowledgement of receipt of Articles of Incorporation of the Mid-Michigan Water Authority by the Ingham County Clerk, Eaton County Clerk, Clinton County Clerk, City of Grand Ledge, City of Lansing, Bath Township Clerk, Delhi Township Clerk, Lansing Township Clerk, Windsor Township Clerk, Village of Dimondale and Village of Webberville. The orginals of these certificates are now on file in my office, and they are correct copies thereof, and of the whole of such originals. (SEAL) IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the City of Lansing this 26th day of January A.D. 1996 . MARILYNN 81,ADE, CITY CLERK �� v N51N C ��CHIGP Office of City Clerk City of Lansing Marilynn Slade City Clerk TO: Mary Sova, Corporate Secretary Board of Water & Light FROM: Dixie Gilmore, Chief Deputy City Clerk DATE: January 26, 1996 SUBJECT: Certificate and Acknowledgement of Filing Articles of Incorporation Mid-Michigan Water Authority Attached you will find a statement of certification for copies of endorsed "Certificate and Acknowledgement of Filing" documents from the following sources regarding Articles of Incorporation for the Mid-Michigan Water Authority: Michael Bryanton, Ingham County Clerk Linda M. Twitchell, Eaton County Clerk Diane Zuker, Clinton County Clerk Christine Hnatiw, City of Grand Ledge Marilynn Slade, City of Lansing Kathleen B. McQueen, Bath Township Clerk Virginia Farr, Delhi Township Clerk Dorothy L. Johnston, Lansing Township Clerk Linda Towsley, Windsor Township Clerk Denise Parisian, Village of Dimondale Rosa Jones, Village of Webberville I am still waiting for certificates from the Delta Township Clerk and the Secretary of State Is office. They will be forwarded to you upon receipt by our office. Feel free to call me if you have any questions. /dlg Attachment Ninth Floor, City Hall, 124 W. Michigan Ave., Lansing, MI 48933-1695 • 517-483-4131 517-483-6066 FAX Y CJI� CERTIFICATE AND ACKNOWLEDGMENT OF FILING The undersigned hereby certifies and acknowledges that the City of Lansing, Michigan, being the largest participating local governmental unit in the Mid-Michigan Water Authority, did on the day of 1995, file a printed copy of the Articles of Incorporation of the Mid-Michigan Water Authority, which were adopted and approved by the participating local governmental units on the date stated and evidenced by endorsements on the Articles by the clerks of the participating units; further, that attached hereto is a"true copy" of the filed Articles of Incorporation of the Mid-Michigan Water Authority. STATE OF MICHIGAN SECRETARY OF STATE'S OFFICE (SEAL) Candice S. Miller, Secretary of State Dated: , 1995 Return to: Marilynn Slade,City Clerk City of Lansing 124 W. Michigan Avenue Lansing,MI 48933