Loading...
HomeMy WebLinkAbout05-205 Resolution No. 05-205 RESOLUTION TO JOIN AND SUPPORT THE METRO WEST COUNCIL OF GOVERNMENT WHEREAS,the City of Elgin is a home rule Illinois Municipal Corporation located in Kane and Cook Counties, Illinois; and WHEREAS,the Metro West Council of Government,an Illinois Not-For-Profit Corporation, was incorporated on November 30, 2004 for civic purposes and to promote intergovernmental cooperation, communication and economic development of Kane, Kendall and DeKalb Counties; and WHEREAS, the City of Elgin is a municipality within the area to be served by the Metro West Council of Government and is also desirous of promoting the aforesaid goals; and WHEREAS, the Mayor and Members of the City Council have determined that it is in the best interests of the municipality, its citizens and the general public for the City of Elgin to join the Metro West Council of Government and support its development and operation; and WHEREAS, to facilitate such goals, and pursuant to the Illinois Municipal Code, 65 ILCS 5/1-1-1, et. seq., the Illinois Intergovernmental Cooperation Act, 5 ILCS 220/1, et seq., and the Illinois Not for Profit Corporation Act of 1986, 805 ILCS 105/101.01, et. seq., the City of Elgin seeks to become a member and supporter of the Metro West Council of Government. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, H LINOIS, 1. That the City of Elgin shall join the Metro West Council of Government; and 2. That the City of Elgin shall pay an annual contribution of$30,000 to the Metro West Council of Government each year, for the next three years, or such other shorter time as applicable law shall require; and 3. That Mayor Ed Schock of the City of Elgin shall be authorized to complete and execute all such documents as may be necessary to join the Metro West Council of Government, consistent with the terms of this resolution. 4. That the Mayor and the City Manager be and area hereby designated to serve as representatives of the City of Elgin at all meetings of the Metro West Council of Government. . 5. This resolution shall be in full force and effect from and after its passage,approval as provided by law. s/Ed Schock Ed Schock, Mayor Presented: June 22, 2005 Adopted: June 22, 2005 Omnibus Vote: Yeas: 7 Nays: 0 Attest: s/Dolonna Mecum Dolonna Mecum, City Clerk • `0 OF f1.C' Agenda Item No. 0City of Elgin VIII, E TED FF6' L G 01 June 3, 2005 i 401 TO: Mayor and Members of the City Council 1. � � P� f FINANCIALLY STABLE CITYGOVERNMENT EFFICIENT SERVICES, AND QUALITY INFRASTRUCTURE FROM: Olufemi Folarin, City Manager Sean R. Stegall, Assistant City anager SUBJECT: Metro West Council of Government PURPOSE The purpose of this memorandum is to provide information to the Mayor and members of City Council to consider participation as a founding member of the Metro West Council of Government. RECOMMENDATION r The purpose of this memorandum is to provide information to the Mayor and members of City Council to consider participation in the Metro West Council of Government in the amount of $30,000. BACKGROUND There are three major Councils of Government (COGS) that represent municipalities in Greater Chicagoland. Those COGS are DuPage Mayors and Managers, Northwest Municipal Conference and the South Suburban Mayors and Managers. The City of Elgin is a member of the DuKane Valley Council which is not a state-recognized COG or one that it is characterized by a full-time staff. The DuKane Valley Council does not wield the same level of legislative influence as the other COGS nor does its membership lend itself to effective networking among cities that share common goals as with the other COGS. The Metro West Council of Government is being formed in order to achieve a similar status and level of effectiveness enjoyed by the other established COGS. The purpose of the Metro West Council of Government, a 501 (c) 3 corporation, is to: 1) promote intergovernmental cooperation and communication between the member municipalities; 2) articulate positions, and when appropriate, implement solutions to regional, countywide and state problems; 3) provide research and technical assistance in the development of solutions to local problems presented by member municipalities; and 4) coordinate growth and transportation issues affecting the region. (1.6' Metro West Council of Government June 3, 2005 Page 2 At this point, the following municipalities have joined, or are in the process of becoming founding members of Metro West: Batavia, East Dundee, Elburn, Geneva, Montgomery, North Aurora, Oswego, Sleepy Hollow, St. Charles, South Elgin, Wayne, West Chicago, and West Dundee. This item was discussed and included in the 2005 Budget. COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED None. DikkjINANCIAL IMPACT The total cost of participation in the Metro West Council of Governments is $30,000 per annum. According to the bylaws, a three-year participation commitment is required resulting in an overall financial impact of$90,000. The additional $60,000 will need to be included as part of the 2006 and 2007 budget process. At the end of the three-year period the City Council will have to elect whether or not to continue participation. Funds for 2005 are budgeted ($47,000) and available (43,440), in the General Fund, account number 010-0102-701.32-09 (City Council Membership Dues). \vgiVrik EGAL IMPACT None. ALTERNATIVES 1. Approve participation in the Metro West Council of Government in the amount of $90,000 for a three-year period. 2. Do not participate in the Metro West Council of Government. Respectfully submitted for Council consideration. RKH Attachments: Metro West Bylaws Sample Resolution r- Metro West Council of Government June 3, 2005 Page 3 G:\City Wide Shared' Cow Memos\COW Me Metro West Council of Government Questions and Answers What is the Metro West Council of Government (COG)? Metro West is a not-for-profit corporation whose purpose is: I) to promote intergovernmental cooperation and communication between the member municipalities; 2) to articulate positions, and when appropriate, implement solutions to regional, countywide and state problems; 3) to provide research and technical assistance in the development of solutions to local problems; 4) to provide training and educational programs designed to foster leadership development and an understanding of municipal issues; 5) to coordinate growth and transportation issues affecting the region; and 6) to uphold and advocate principles of effective local government. What geographical area will Metro West cover? Metro West will represent municipalities in Kane, Kendall and DeKalb Counties. Why should our municipality join Metro West? Metro West will foster regional cooperation to address regional issues, including managing growth and promoting sustainable economic development. Metro West affords those member municipalities the opportunity to network with other Mayors, Village Presidents, Managers and (i."' Administrators in the tri-county region. Doesn't the Illinois Municipal League (IML) already provide these services to our municipality? Metro West provides a representation for its members on specific issues that are unique to this region. The IML addresses statewide issues. What particular regional issues are Kane, Kendall and DeKalb Counties facing compared to the rest of the region or State? Some of the specific issues are: I) rapid population growth and the infrastructure implications; 2) Prairie Parkway; 3) transportation significance of 1-88 and its expansion on the region; and 4) regional importance and economic development impact of Fermi-Lab. What municipalities have indicated they are interested in joining Metro West? The municipalities that have indicated that are interested in being founding members include: I) Batavia; 2) East Dundee; 3) Elburn; 4) Elgin; 5) Geneva; 6) Montgomery; 7) North Aurora; 8) Oswego; 9) Sleepy Hallow; 10) St. Charles; II) South Elgin; 12) Sugar Grove; 13) Wayne; 14) West Chicago; and 15) West Dundee. r Sean Stegall-By-laws Final version_1.doc Page 1 Metro West Council of Government Bylaws ARTICLE I. CORPORATION Section 1.1: Corporate Name. The name of the corporation shall be the Metro West Council of Government, an Illinois not-for-profit corporation (Hereafter called the "Council"). Section 1.2: Purpose. The purpose of the Council is to: (1) promote intergovernmental cooperation and communication between the member municipalities; (2)to articulate positions, and when appropriate, implement solutions to regional, countywide and state problems; (3)to provide research and technical assistance in the development of solutions to local problems presented by member municipalities; (4)to provide training and educational programs designed to foster leadership development and an understanding of municipal issues; (5)to coordinate growth and transportation issues affecting the region; (6) to uphold and advocate principles of effective local government; and (7)to perform any and all such other acts as are necessary or desirable to carry out these objectives. Section 1.3: Rules. The following rules shall conclusively bind the Council for or on behalf of it: A. No part of the net earning of the Council shall inure to the benefit of any private individual or member. B. Upon the dissolution of the Council, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Council, dispose of all the assets of the Council to such organization or organizations which are qualified as exempt within the meaning of Section 501 (c) (6) or Section 501 (c) (3) (but only if the purposes and objectives of such organization(s)are similar to the purposes and objective of the Council)of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. ARTICLE II. AMENDMENTS Section 2.1: Amendment of Bylaws. The Board of Directors of the Council may adopt amendments to the bylaws of the Council. ARTICLE III. OFFICES Section 3.1: Registered Office. The Council shall continuously maintain a registered office in the State of Illinois, which may, but need not be,the same as its place of business, and a registered agent whose business office is identical with such registered office. Sean Stegall - By-laws Final version_1.doc Page 2 Section 3.2: Other Offices. The Council may also have offices at such other places both within and without the State of Illinois as the Board of Directors may from time to time determine or as the business of the Council may require. ARTICLE IV. SHARES, DIVIDENDS & CONTRIBUTIONS Section 4.1: Shares and Dividends Prohibited. The Council shall not have or issue shares. No dividend shall be paid and no part of the money, property or other assets of the Council shall be distributed to its directors or officers: provided, however, that the Council may make distributions pursuant to Section 1.3(b) upon dissolution or final liquidation or as otherwise provided by law. ARTICLE V. MEMBERS Section 5.1: Membership in the Council shall be held in one of three (3) categories: Founding Member, Full Member and Non-Voting Member. A. A Founding Member of the Council shall be one who supports the programs of the Council regarding development of the member and have committed to the Council a yearly contribution for a minimum period of three years, a financial contribution of a minimum of$3,500.00 per year(subject to Section 5.5), due on May 1st of each year, and have contributed to the first three years of the Council's existence. Any City or Village that seeks Founding Member status, but has a population of 5,000 persons or less, may apply to be a Full Member for a minimum period of three years, with a financial contribution of$1,500.00 per year, due on May 1St of each year. B. A Full Member of the Council shall be one who supports the programs of the Council regarding development of the member and have committed to the Council a yearly contribution for a minimum period of three years, a financial contribution of a minimum of$3,500.00 per year(subject to Section 5.5), due on May 1st of each year. Any City or Village that seeks Full Member status, but has a population of 5,000 persons or less, may apply to be a Full Member for a minimum period of three years, with a financial contribution of$1,500.00 per year, due on May 1st of each year. C. A Non-Voting Member may be one who supports the programs of the Council regarding development of the member and have committed to the Council a yearly contribution for a minimum period of three years, a financial contribution of a minimum of$3,500.00 per year (subject to Section 5.5), due on May 1st of each year, does not meet the geographic requirement of Section 5.2, but does have its jurisdiction in the Northern Illinois Area and otherwise meets all other criteria of membership. Section 5.2: A candidate for membership as either a Founding Member or Full Member must be an incorporated City, or Village, with its jurisdiction in one of the following counties: Kane, Kendall or DeKalb. Prior to acceptance, any member must execute a resolution which shall commit the member to payment of dues for the minimum periods of time specified above. Each Full and Founding Member shall be entitled to a voting position for the Mayor or President and a voting position for the Manager or 2 Sean Stegall -By-laws Final version_1.doc Page 3 • r Administrator or his/her designee on the board. Non-Voting Members have no voting rights in the Council. Section 5.3: Membership shall be automatic upon payment of the first yearly contribution. Section 5.4: Membership must be held in the name of the City or Village. Section 5.5: The annual dues shall be at the rates specified above or such rate or rates as determined by the Board of Directors from time to time. Section 5.6: Membership in the Council shall be terminated or changed in one or more of the following ways: a. Resignation, but only upon one year's prior notice to the Board of Directors. b. By request of the Board of Directors for just and appropriate reasons, based upon a two-thirds or greater vote of the Board of Directors, subject to the following conditions: Such member shall be notified of the proposed action, effective date and of the reason(s)for the proposed action. Such notification shall be by registered mail. Such member shall have the right to appear and/or be represented by counsel before the Board of Directors to contest the proposed action. c. Nonpayment of dues, the procedure for which shall be as follows: The first notice of dues shall be sent out by June 1st of each year. The second notice of dues shall be sent out by July 1st of each year. If payment is not received within thirty (30)days of the second notice, all rights of membership shall automatically be suspended, but the obligation to make said payment shall continue until paid or membership is terminated under Section 5.6(a) or 5.6(b). Section 5.7: A member whose membership has been terminated under Article V, Section 5.6(c) may be considered by reinstatement under by the Board of Directors upon receipt of payment for all outstanding invoices. ARTICLE VI. DIRECTORS Section 6.1: Authority. The Board of Directors shall have supervision, control and direction of the affairs of the Council, shall determine its policies or changes therein within the limits of the bylaws, shall actively prosecute its purposes, and shall have direction in the disbursement of its funds. It may adopt such regulation for the conduct of business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents as it may consider necessary. Section 6.2: Composition. The Board of Directors shall be comprised of the representatives of all Founding and Full members of the Council pursuant to Section 5.2. Ex-officio, non-voting members of the Board of Directors shall be comprised of the Executive Director of the Council and the contractual Counsel or his/her designee of the Board. 3 Sean Stegall -By-laws Final version_1.doc Page 4 • Section 6.3: Vacancies. Vacancies in the member's representative positions may be filled for the balance of term thereof by the member. Section 6.4: Removal. Any officer or director may be removed for cause deemed appropriate by the Board of Directors by an affirmative vote of the majority of the Board of Directors in attendance at any regular or special meeting in which a quorum is present. Section 6.5: Manner of Election and Terms. Officers shall be elected as is set forth in Section 6.6 and shall take office at the Annual Meeting of the Board of Directors or until their successor is elected and qualified. All directors shall serve for the duration of their membership. An officer or director may resign at any time by written notice to the board via the President. The position of President shall be an automatic succession from the office of Vice-President and the position of Immediate Past President shall be an automatic succession from the office of President. Section 6.6: Nomination and Election. Nominations shall be accepted prior to or at the Annual Meeting of the Board of Directors and, if more than one candidate shall exist for a given office, a written ballot shall be conducted. If, however, no more than one nomination is made for a.given office, the nominations shall be elected by unanimous ballot. Nominations shall be accepted for the offices of Vice-President, Treasurer and Secretary. In the first year of existence, a nomination of the President shall also be accepted. Section 6.7: Quorum of the Board. At any meeting of the Board of Directors, no less than half of the members of the Board plus one shall constitute a quorum for the transaction of any business of the Council and any such business thus transacted shall be valid providing it is affirmatively passed upon by a majority of those present, unless a higher vote is required by these bylaws or bylaw. Section 6.8: Meetings of the Board. A regular meeting of the Board of Directors shall be held no less than four (4)times during each fiscal year at such time and place as the Board may prescribe. Section 6.9: Absence. Any elected officer or director who shall have been absent for four (4) consecutive regular meetings of the Board of Directors shall be automatically subject to review by the Executive Committee for a recommendation to the Board of Directors. Section 6.10: Compensation. No officer or director of the Council, except for the Executive Director, shall receive any compensation for their service, however, they may be reimbursed for out of pocket expenses. Section 6.11: Annual Meeting. The Annual Meeting of the Board of Directors to vote on the election of officers and at-large directorships shall be held at such time and place as determined by the Board of Directors. 4 LSean Stegall-By laws Final version_1.doc Page 51 • Section 6.12: Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any three directors. The person or persons authorized to call special meetings of the Board of Directors may fix the time and place of the special meeting. Section 6.13: Notice of Meetings. Notice of any special meeting and regular meetings shall be given at least five (5) days previously thereof by written notice delivered by first class mail or by facsimile to each member of the Board of Directors at his or her address. Notice of any special meeting shall state the purpose(s)for the meeting and shall be given by or at the direction of the President or the directors calling the special meeting. Notice of regular meetings shall be given by or at the direction of the President. Section 6.14: Meeting by Conference Telephone. Members of the Board of Directors or of any committee of the Board of Directors may participate in and act at any meeting of the Board or committee by means of conference telephone or other communications equipment through which all persons participating in the meeting can hear each other simultaneously. Participation in such a meeting shall be equivalent to attendance and presence in person at the meeting of the person or persons so participating. Article VII. OFFICERS Section 7.1: Composition and Term of Office. The Council shall have five (5) officers; a President of the Board, a Vice-President, and an Immediate Past President (except for the first year of existence), each with one-year terms, a Treasurer and a Secretary, each with one-year terms. The President and Vice-President shall be a sitting Mayor or President of a member. The Treasurer and Secretary shall be a full-time Manager or Administrator of a member. All Officers shall be members of the Board of Directors. Section 7.2: Election. The Board of Directors shall elect the officers of the Council at the annual meeting of the Board of Directors. Section 7.3: Removal of Officers. Officers shall serve for a term of one year or until a successor is duly elected and qualified. Section 7.4: Vacancies. A vacancy occurring in any office may be filled for the balance of term thereof by the Board of Directors at any regular or special meeting; provided, however, that in the event of a vacancy in the office of President, the Vice-President shall become the President and shall complete the remaining unexpired term and shall also serve as President for the next immediate term. In the event of a vacancy in the office of Vice-President, the Board of Directors may fill the vacancy for the remainder of the unexpired term. In the event of a vacancy in the office of Vice-President, such person named to fill the unexpired term shall not automatically succeed to the office of President, except to fill a vacancy for the unexpired term. The Vice-President may become President upon election as President or Vice-President under such 5 Sean _-__-___-_____ --___--___'-_'___ '_- _-___-_-_-- __-_'_- | Final Paqeb | !����� ��/��� ' ,='""" -- ---�--- -- �------'-- �--- --�--- ---- ----' '-- --- ~ ' circumstances in which there are vacancies in both offices at the same term. If there is a vacancy in the same term in the offices of President and Vice-President, the Nominating Committee shall slate a candidate for each office and the election thereto shall be conducted in accordance with these bylaws. Section 7.5: President. The President shall serve as President of the Board of Directors. The President shall also serve as a rnenober, an-offido, with the right to vote, on all committees. The President shall make all appointments to all committees with the approval of the Board of Directors. The President shall perform such other duties as are necessarily incident to the office of President or as may be prescribed by the Board of Directors. Section 7.6: Vice-President. The Board of Directors shall designate the duties of the Vice-President. The Vice-President shall perform the duties of President in the event of the President's inability or refusal to serve. The Vice-President when thus acting shall have the powers of and be subject to all restrictions placed upon the President. Upon the completion of the term of the President, the Vice-President shall automatically assume the office of President upon the election of and taking office by the Vice- President's successor. Section 7.7: Treasurer. The Treasurer shall keep an account of all monies received and expended for the use of the Council, and shall make disbursements approved by the Board of Directors within the approved budget. All sums received shall be deposited in a bank or trust company approved by the Board of Directors, and the Treasurer shall make a report at the Annual Meeting of the Board of Directors or when called upon by the President. The funds, books and vouchers in the Treasurer's hands shall at all times be subject to verification and inspection by the Board of Directors. The Treasurer shall perform such other duties as are usual for such office and as may be prescribed by the Board of Directors. The duties of the Treasurer may be assigned, in whole or in part, to the Executive Director, except that those responsibilities placed by statuary law upon a Secretary of an Illinois not-for-profit corporation may not be assigned to the Executive Director. Section 7.8: Secretary. The Secretary shall be responsible for the recording of the Board minutes. The Secretary shall perform such other duties as are usual for such office and as may be prescribed by the Board of Directors. The duties of the Secretary may be assigned, in whole or in part, to the Executive Director, except that those responsibilities placed by statuary law upon a Secretary of an Illinois not-for-profit corporation may not be assigned to the Executive Director. Section 7.9: Executive Director. The Executive Director shall be the chief executive officer of the Council and shall be responsible for all management functions, subject to the Board of Directors and Executive Committee. The Executive Director shall perform all duties incident to the office and such other duties as prescribed by the Board of Directors or the Executive Committee. , VSean Stegall -By-laws Final version1.doc Page 7 r ARTICLE VIII. EXECUTIVE COMMITTEE Section 8.1: Authority and Responsibilities. The Executive Committee may act in the place and stead of the Board of Directors between Board meetings on all matters, except those specifically reserved to the board by the bylaws, pursuant to delegation of authority to such committee by the Board of Directors. Actions of the Executive Committee shall be ratified at the next Board meeting. Section 8.2: Composition of the Executive Committee. The Executive Committee of the Board of Directors shall consist of the President, the Vice-President, the Treasurer, the Secretary, the Immediate Past President and the Executive Director of the Council who shall be an ex-officio member without vote. The President of the Board of Directors shall serve as Chair of the Executive Committee or in his/her absence, a member of the Executive Committee selected by the committee, shall act as Chair of its meetings. Section 8.3: Quorum & Call of Meetings. A majority of the voting members of the Executive Committee shall constitute a quorum at any duly called meeting of the committee. The President shall call such meetings of the Executive Committee as the business of the Council may require, or a meeting shall be called by the Executive Director on request of three voting members of the Executive Committee. ARTICLE IX. COMMITTEES Section 9.1: Committees. The Board of Directors may designate committees not having and exercising the authority of the Board of Directors in the management of the Council. Members of other committees may be composed of members of the Board of Directors or non-members appointed by the President as provided in Section 7.5. The Board of Directors shall prescribe the duties, and terms of office of any such committee. Section 9.2: Nominating Committee. The President of the Council shall appoint a nominating committee comprised of five (5) members of the Board, including himself/herself as one of said committee. The President shall serve as the Chair of the Nominating Committee. ARTICLE X. CONFLICTS OR DUALITY OF INTEREST Section 10.1: Statement of General Policy. The Council's affirmative policy shall be to require that all actual or potential conflicts be disclosed promptly and fully to all necessary parties and to prohibit specified involvement in the affairs of the Council by persons having such conflicts. This policy shall apply to all members of the board of directors and corporate officers, agents and employees of the Council, including independent contractor providers of services and materials. The Board of Directors may from time to time establish such rules and regulations in furtherance of this policy, as it considers appropriate. 7 Sean Stegall - By-laws Final version_l.doc Page 8 • ARTICLE Xl. INDEMNIFICATION Section 11.1: Indemnification of Directors and Officers. The Council shall, to the fullest extent to which it is empowered to do so and in accordance with the procedures required by the Act or any other applicable laws as may from time to time be in effect, indemnify any person who was or is threatened to be made a party to any threatened, pending or completed actions, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the Council, or is or was serving at the request of the Council as a director or officer of another corporation, partnership,joint venture, trust or other enterprise, against all expenses, including attorneys' fees,judgments, fines and amounts incurred by him/her in connection with such action, suit or proceeding. Section 11.2: Contract with the Corporation. The provisions of Section 10.1 of this Article shall be deemed to be a contract between the Council and each director or officer who serves in any such capacity at any time while said Section 10.1 and the relevant provision of the Act or other applicable laws, if any, are in effect, and any repeal or modification of any such law or of said Section 10.1 shall not affect any action, • suit or proceeding theretofore existing or thereafter brought or threatened based in whole or in part upon any factors existing prior to such repeal or modification. The Council further agrees that in the event a person entitled to indemnification under Section 10.1 of these Article claims indemnification, the Council shall take all required action to bring about a prompt and good faith determination of such person's right to indemnification hereunder. Section 11.3: Indemnification of Employees and Agents. Persons who are not covered by the foregoing provisions of the Article and who are or were employees or agents of the Council, or are or were serving at the request of the Council as employees or agents of another corporation,joint venture, partnership trust or other enterprise, may be indemnified to the extent the Council is empowered to do so by the Act or any other applicable laws, when and as authorized at any time or from time to time by the Board of Directors in its sole discretion. Section 11.4: Advance of Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Council in advance of the final disposition of such action, suit or proceeding upon receipt of a written agreement by or on behalf of a director or an officer to undertake to repay such amount, unless it shall ultimately be determined that he/she is entitled to be indemnified by the Council as authorized in this Article. The provisions of this Section shall apply to employees or agents when the board of directors has authorized such indemnification under the provision of Section 11.3 hereof. Section 11.5: Other Rights of Indemnification. The indemnification provided or permitted by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled by law, agreement or otherwise, and shall continue as to a person who ceased to be a director, officer employee or agent 8 [-Sean. Stegall - By-laws Final version_1.docPage 9 and shall inure to the benefit of the heirs, executors, and administrators of such person. Section 11.6: Liability Insurance. The Council shall have the power to purchase and maintain, on behalf of any person who is or was a director, officer, employee or agent of the Council or is or was serving at the request of the Council as a director, officer, employee or agent of another corporation, partnership,joint venture, trust or other enterprise, insurance against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Council would have the power to indemnify such person against such liability under the provisions of the Article. ARTICLE XII. FISCAL MATTERS Section 12.1: Fiscal Year. The fiscal year of the Council shall commence on the first day of May and shall end on the 30th day of April. Section 12.2: Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument, in the name of and on behalf of the Council, and such authority may be general or confined to specific instances. Section 12.3: Loans and Indebtedness. No substantial or material loans shall be contracted on behalf of the Council and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances. Section 12.4: Loans to Directors and Officers. Except as permitted by the provisions of Section 11.4 of these bylaws, the Council shall make no loan to any director or officer. Section 12.5: Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the Council as the Board of Directors shall from time to time designate. Section 12.6: Deposits. All funds of the Council not otherwise employed shall be deposited from time to time to the credit of the Council in such banks, trust companies or other depositaries as the Board of Directress may select. Section 12.7: Gifts. The Board of Directors may accept on behalf of the Council any contribution, gift, bequest or devise for the general or any special purposes of the Council. Section 12.8: Transfer of Assets. No transfer of the Council's assets shall occur except in accordance with the express requirement established by the members, as in effect from time to time. ARTICLE XIII. GENERAL PROVISIONS 9 rSean Stegall-By-laws Final version_1.doc Page 10 • Section 13.1: Corporate Seal. The Board of Directors may provide a corporate seal that shall be in the form of a circle and shall have inscribed thereon the name of the Council and the words "Corporate Seal, Illinois."The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced. Section 13.2: Waiver of Notice. Whenever any notice is required to be given by law, by articles of incorporation or by the provisions of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Section 13.3: Headings. Section or paragraph headings are inserted herein only for convenience of reference and shall not be considered in the construction of any provision hereof. Section 13.4: Independence from any Village or City. The Council is a separate entity from any Village or City. Accordingly, it is the policy of the Council that: A. No Village or City, shall be entitled to, and shall not have the ability to access any of the economic resources received or held by the Council. B. The economic resources received or held by the Council from any Village or City, once given, are not accessible by any Village or City and are not significant to any Village or City or its economic resources. 10 Sean Stegall- Resolution to join metro west_1.doc ____ Page 1 RESOLUTION NO. A Resolution to Join and Support the Metro West Council of Government. WHEREAS,the(municipality) is a(home rule/non-home rule) Illinois Municipal Corporation located in(County),Illinois; and, WHEREAS, the Metro West Council of Government, an Illinois Not-For-Profit Corporation, was incorporated on November 30, 2004 for civic purposes and to promote intergovernmental cooperation, communication and economic development of Kane, Kendall and DeKalb Counties; and, WHEREAS, the (municipality) is a municipality within the area to be served by the Metro West Council of Government and is also desirous of promoting the aforesaid goals; and, WHEREAS, the (head) and (board) of the (municipality) have determined that it is in the best interests of the municipality, its citizens and the general public for the (municipality) to join the Metro West Council of Government and support its development and operation; and, rik WHEREAS,to facilitate such goals, and pursuant to the Illinois Municipal Code, 65 ILCS 5/1-1-1, et. seq., the Illinois Intergovernmental Cooperation Act, 5 ILCS 220/1, et. seq., and the Illinois Not for Profit Corporation Act of 1986, 805 ILCS 105/101.01, et. seg., the (municipality) seeks to become a member and supporter of the Metro West Council of Government; NOW THEREFORE, BE IT RESOLVED by the (head) and the (board) of the (municipality): 1. That the (municipality) shall join the Metro West Council of Government; and, 2. That the (municipality) shall pay an annual contribution of$(dues) to the Metro West Council of Government each year, for the next three years, or such other shorter time as applicable law shall require; and, 3. That the (designee) of the (municipality) shall be authorized to complete and execute all such documents as may be necessary to join the Metro West Council of Government, consistent with the terms of this resolution. BE IT FURTHER RESOLVED THAT the (municipality) will, by separate action, select a designee or designees from the (municipality) to serve as representatives of the(municipality) at all meetings of the Metro West Council of Government. I Sean Stegall - Resolution to join metro west_1.doc Page 2 This resolution shall be in full force and effect from and after its passage, approval as provided by law. PASSED AND APPROVED by the (head) and (board) of the (municipality), (county), Illinois,this day of , 2005. (head) AYES: NAYS: ABSENT: ATTEST: (Secretary/Clerk) • Metro West Council of Government Questions and Answers What is the Metro West Council of Government (COG)? Metro West is a not-for-profit corporation whose purpose is: I) to promote intergovernmental cooperation and communication between the member municipalities; 2) to articulate positions, and when appropriate, implement solutions to regional, countywide and state problems; 3) to provide research and technical assistance in the development of solutions to local problems; 4) to provide training and educational programs designed to foster leadership development and an understanding of municipal issues; 5) to coordinate growth and transportation issues affecting the region; and 6) to uphold and advocate principles of effective local government. What geographical area will Metro West cover? Metro West will represent municipalities in Kane, Kendall and DeKalb Counties. Why should our municipality join Metro West? Metro West will foster regional cooperation to address regional issues, including managing growth and promoting sustainable economic development. Metro West affords those member municipalities the opportunity to network with other Mayors, Village Presidents, Managers and Administrators in the tri-county region. Doesn't the Illinois Municipal League (IML) already provide these services to our municipality? Metro West provides a representation for its members on specific issues that are unique to this region. The IML addresses statewide issues. What particular regional issues are Kane, Kendall and DeKalb Counties facing compared to the rest of the region or State? Some of the specific issues are: I) rapid population growth and the infrastructure implications; 2) Prairie Parkway; 3) transportation significance of 1-88 and its expansion on the region; and 4) regional importance and economic development impact of Fermi-Lab. What municipalities have indicated they are interested in joining Metro West? The municipalities that have indicated that are interested in being founding members include: I) Batavia; 2) East Dundee; 3) Elburn; 4) Elgin; 5) Geneva; 6) Montgomery; 7) North Aurora; 8) Oswego; 9) Sleepy Hallow; 10) St. Charles; I I) South Elgin; 12) Sugar Grove; 13) Wayne; 14) West Chicago; and 15) West Dundee. Sean Stegall - By-laws Final version_tdoc Page 1 Metro West Council of Government Bylaws ARTICLE I. CORPORATION Section 1.1: Corporate Name. The name of the corporation shall be the Metro West Council of Government, an Illinois not-for-profit corporation (Hereafter called the "Council"). Section 1.2: Purpose. The purpose of the Council is to: (1) promote intergovernmental cooperation and communication between the member municipalities; (2)to articulate positions, and when appropriate, implement solutions to regional, countywide and state problems; (3)to provide research and technical assistance in the development of solutions to local problems presented by member municipalities; (4)to provide training and educational programs designed to foster leadership development and an understanding of municipal issues; (5)to coordinate growth and transportation issues affecting the region; (6)to uphold and advocate principles of effective local government; and (7)to perform any and all such other acts as are necessary or desirable to carry out these objectives. Section 1.3: Rules. The following rules shall conclusively bind the Council for or on behalf of it: A. No part of the net earning of the Council shall inure to the benefit of any private individual or member. B. Upon the dissolution of the Council, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Council, dispose of all the assets of the Council to such organization or organizations which are qualified as exempt within the meaning of Section 501 (c) (6) or Section 501 (c) (3) (but only if the purposes and objectives of such organization(s)are similar to the purposes and objective of the Council) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. ARTICLE II. AMENDMENTS Section 2.1: Amendment of Bylaws. The Board of Directors of the Council may adopt amendments to the bylaws of the Council. ARTICLE III. OFFICES Section 3.1: Registered Office. The Council shall continuously maintain a registered office in the State of Illinois, which may, but need not be, the same as its place of business, and a registered agent whose business office is identical with such registered office. Sean Stegall -By-laws Final version_1.doc 'Page 2 r Section 3.2: Other Offices. The Council may also have offices at such other places both within and without the State of Illinois as the Board of Directors may from time to time determine or as the business of the Council may require. ARTICLE IV. SHARES, DIVIDENDS & CONTRIBUTIONS Section 4.1: Shares and Dividends Prohibited. The Council shall not have or issue shares. No dividend shall be paid and no part of the money, property or other assets of the Council shall be distributed to its directors or officers: provided, however, that the Council may make distributions pursuant to Section 1.3(b) upon dissolution or final liquidation or as otherwise provided by law. ARTICLE V. MEMBERS Section 5.1: Membership in the Council shall be held in one of three (3) categories: Founding Member, Full Member and Non-Voting Member. A. A Founding Member of the Council shall be one who supports the programs of the Council regarding development of the member and have committed to the Council a yearly contribution for a minimum period of three years, a financial contribution of a minimum of$3,500.00 per year(subject to Section 5.5), due on May 1st of each year, and have contributed to the first three years of the Council's existence. Any City or Village that seeks Founding Member status, but has a population of 5,000 persons or less, may apply to be a Full Member for a minimum period of three years, with a financial contribution of$1,500.00 per year, due on May 1St of each year. B. A Full Member of the Council shall be one who supports the programs of the Council regarding development of the member and have committed to the Council a yearly contribution for a minimum period of three years, a financial contribution of a minimum of$3,500.00 per year(subject to Section 5.5), due on May 1st of each year. Any City or Village that seeks Full Member status, but has a population of 5,000 persons or less, may apply to be a Full Member for a minimum period of three years, with a financial contribution of$1,500.00 per year, due on May 1St of each year. C. A Non-Voting Member may be one who supports the programs of the Council regarding development of the member and have committed to the Council a yearly contribution for a minimum period of three years, a financial contribution of a minimum of$3,500.00 per year(subject to Section 5.5), due on May 1St of each year, does not meet the geographic requirement of Section 5.2, but does have its jurisdiction in the Northern Illinois Area and otherwise meets all other criteria of membership. Section 5.2: A candidate for membership as either a Founding Member or Full Member must be an incorporated City, or Village, with its jurisdiction in one of the following counties: Kane, Kendall or DeKalb. Prior to acceptance, any member must execute a resolution which shall commit the member to payment of dues for the minimum periods of time specified above. Each Full and Founding Member shall be entitled to a voting position for the Mayor or President and a voting position for the Manager or 2 [ Sean Stegall - By-laws Final version1.doc _ Page 3 Administrator or his/her designee on the board. Non-Voting Members have no voting rights in the Council. Section 5.3: Membership shall be automatic upon payment of the first yearly contribution. Section 5.4: Membership must be held in the name of the City or Village. Section 5.5: The annual dues shall be at the rates specified above or such rate or rates as determined by the Board of Directors from time to time. Section 5.6: Membership in the Council shall be terminated or changed in one or more of the following ways: a. Resignation, but only upon one year's prior notice to the Board of Directors. b. By request of the Board of Directors for just and appropriate reasons, based upon a two-thirds or greater vote of the Board of Directors, subject to the following conditions: Such member shall be notified of the proposed action, effective date and of the reason(s)for the proposed action. Such notification shall be by registered mail. Such member shall have the right to appear and/or be represented by counsel before the Board of Directors to contest the proposed action. c. Nonpayment of dues, the procedure for which shall be as follows: The first notice of dues shall be sent out by June 1St of each year. The second notice of dues shall be sent out by July 1st of each year. If payment is not received within thirty (30) days of the second notice, all rights of membership shall automatically be suspended, but the obligation to make said payment shall continue until paid or membership is terminated under Section 5.6(a) or 5.6(b). Section 5.7: A member whose membership has been terminated under Article V, Section 5.6(c) may be considered by reinstatement under by the Board of Directors upon receipt of payment for all outstanding invoices. ARTICLE VI. DIRECTORS Section 6.1: Authority. The Board of Directors shall have supervision, control and direction of the affairs of the Council, shall determine its policies or changes therein within the limits of the bylaws, shall actively prosecute its purposes, and shall have direction in the disbursement of its funds. It may adopt such regulation for the conduct of business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents as it may consider necessary. Section 6.2: Composition. The Board of Directors shall be comprised of the representatives of all Founding and Full members of the Council pursuant to Section 5.2. Ex-officio, non-voting members of the Board of Directors shall be comprised of the Executive Director of the Council and the contractual Counsel or his/her designee of the Board. r 3 Sean Stegall -By-laws Final version1.doc Pace 4 • rub Section 6.3: Vacancies. Vacancies in the member's representative positions may be filled for the balance of term thereof by the member. Section 6.4: Removal. Any officer or director may be removed for cause deemed appropriate by the Board of Directors by an affirmative vote of the majority of the Board of Directors in attendance at any regular or special meeting in which a quorum is present. Section 6.5: Manner of Election and Terms. Officers shall be elected as is set forth in Section 6.6 and shall take office at the Annual Meeting of the Board of Directors or until their successor is elected and qualified. All directors shall serve for the duration of their membership. An officer or director may resign at any time by written notice to the board via the President. The position of President shall be an automatic succession from the office of Vice-President and the position of Immediate Past President shall be an automatic succession from the office of President. Section 6.6: Nomination and Election. Nominations shall be accepted prior to or at the Annual Meeting of the Board of Directors and, if more than one candidate shall exist for a given office, a written ballot shall be conducted. If, however, no more than one nomination is made for a given office, the nominations shall be elected by unanimous ballot. Nominations shall be accepted for the offices of Vice-President, Treasurer and Secretary. In the first year of existence, a nomination of the President shall also be accepted. Section 6.7: Quorum of the Board. At any meeting of the Board of Directors, no less than half of the members of the Board plus one shall constitute a quorum for the transaction of any business of the Council and any such business thus transacted shall be valid providing it is affirmatively passed upon by a majority of those present, unless a higher vote is required by these bylaws or bylaw. Section 6.8: Meetings of the Board. A regular meeting of the Board of Directors shall be held no less than four (4) times during each fiscal year at such time and place as the Board may prescribe. Section 6.9: Absence. Any elected officer or director who shall have been absent for four(4) consecutive regular meetings of the Board of Directors shall be automatically subject to review by the Executive Committee for a recommendation to the Board of Directors. Section 6.10: Compensation. No officer or director of the Council, except for the Executive Director, shall receive any compensation for their service, however, they may be reimbursed for out of pocket expenses. Section 6.11: Annual Meeting. The Annual Meeting of the Board of Directors to vote on the election of officers and at-large directorships shall be held at such time and place as determined by the Board of Directors. 4 (-Sean Stegall -By laws Final version_1.doc Paye 5 Section 6.12: Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any three directors. The person or persons authorized to call special meetings of the Board of Directors may fix the time and place of the special meeting. Section 6.13: Notice of Meetings. Notice of any special meeting and regular meetings shall be given at least five (5) days previously thereof by written notice delivered by first class mail or by facsimile to each member of the Board of Directors at his or her address. Notice of any special meeting shall state the purpose(s)for the meeting and shall be given by or at the direction of the President or the directors calling the special meeting. Notice of regular meetings shall be given by or at the direction of the President. Section 6.14: Meeting by Conference Telephone. Members of the Board of Directors or of any committee of the Board of Directors may participate in and act at any meeting of the Board or committee by means of conference telephone or other communications equipment through which all persons participating in the meeting can hear each other simultaneously. Participation in such a meeting shall be equivalent to attendance and presence in person at the meeting of the person or persons so participating. Article VII. OFFICERS Section 7.1: Composition and Term of Office. The Council shall have five (5) officers; a President of the Board, a Vice-President, and an Immediate Past President (except for the first year of existence), each with one-year terms, a Treasurer and a Secretary, each with one-year terms. The President and Vice-President shall be a sitting Mayor or President of a member. The Treasurer and Secretary shall be a full-time Manager or Administrator of a member. All Officers shall be members of the Board of Directors. Section 7.2: Election. The Board of Directors shall elect the officers of the Council at the annual meeting of the Board of Directors. Section 7.3: Removal of Officers. Officers shall serve for a term of one year or until a successor is duly elected and qualified. Section 7.4: Vacancies. A vacancy occurring in any office may be filled for the balance of term thereof by the Board of Directors at any regular or special meeting; provided, however, that in the event of a vacancy in the office of President, the Vice-President shall become the President and shall complete the remaining unexpired term and shall also serve as President for the next immediate term. In the event of a vacancy in the office of Vice-President, the Board of Directors may fill the vacancy for the remainder of the unexpired term. In the event of a vacancy in the office of Vice-President, such person named to fill the unexpired term shall not automatically succeed to the office of President, except to fill a vacancy for the unexpired term. The Vice-President may become President upon election as President or Vice-President under such 5 Sean Stegall-By-laws Final version 1.doc Page 6 1 circumstances in which there are vacancies in both offices at the same term. If there is a vacancy in the same term in the offices of President and Vice-President, the Nominating Committee shall slate a candidate for each office and the election thereto shall be conducted in accordance with these bylaws. Section 7.5: President. The President shall serve as President of the Board of Directors. The President shall also serve as a member, ex-officio, with the right to vote, on all committees. The President shall make all appointments to all committees with the approval of the Board of Directors. The President shall perform such other duties as are necessarily incident to the office of President or as may be prescribed by the Board of Directors. Section 7.6: Vice-President. The Board of Directors shall designate the duties of the Vice-President. The Vice-President shall perform the duties of President in the event of the President's inability or refusal to serve. The Vice-President when thus acting shall have the powers of and be subject to all restrictions placed upon the President. Upon the completion of the term of the President, the Vice-President shall automatically assume the office of President upon the election of and taking office by the Vice- President's successor. Section 7.7: Treasurer. The Treasurer shall keep an account of all monies received and expended for the use of the Council, and shall make disbursements approved by the Board of Directors within the approved budget. All sums received shall be deposited in a bank or trust company approved by the Board of Directors, and the Treasurer shall make a report at the Annual Meeting of the Board of Directors or when called upon by the President. The funds, books and vouchers in the Treasurer's hands shall at all times be subject to verification and inspection by the Board of Directors. The Treasurer shall perform such other duties as are usual for such office and as may be prescribed by the Board of Directors. The duties of the Treasurer may be assigned, in whole or in part, to the Executive Director, except that those responsibilities placed by statuary law upon a Secretary of an Illinois not-for-profit corporation may not be assigned to the Executive Director. Section 7.8: Secretary. The Secretary shall be responsible for the recording of the Board minutes. The Secretary shall perform such other duties as are usual for such office and as may be prescribed by the Board of Directors. The duties of the Secretary may be assigned, in whole or in part, to the Executive Director, except that those responsibilities placed by statuary law upon a Secretary of an Illinois not-for-profit corporation may not be assigned to the Executive Director. Section 7.9: Executive Director. The Executive Director shall be the chief executive officer of the Council and shall be responsible for all management functions, subject to the Board of Directors and Executive Committee. The Executive Director shall perform all duties incident to the office and such other duties as prescribed by the Board of Directors or the Executive Committee. 6 Sean Stegall -By-laws Final version_1.doc — i Page 7 ARTICLE VIII. EXECUTIVE COMMITTEE Section 8.1: Authority and Responsibilities. The Executive Committee may act in the place and stead of the Board of Directors between Board meetings on all matters, except those specifically reserved to the board by the bylaws, pursuant to delegation of authority to such committee by the Board of Directors. Actions of the Executive Committee shall be ratified at the next Board meeting. Section 8.2: Composition of the Executive Committee. The Executive Committee of the Board of Directors shall consist of the President, the Vice-President, the Treasurer, the Secretary, the Immediate Past President and the Executive Director of the Council who shall be an ex-officio member without vote. The President of the Board of Directors shall serve as Chair of the Executive Committee or in his/her absence, a member of the Executive Committee selected by the committee, shall act as Chair of its meetings. Section 8.3: Quorum & Call of Meetings. A majority of the voting members of the Executive Committee shall constitute a quorum at any duly called meeting of the committee. The President shall call such meetings of the Executive Committee as the business of the Council may require, or a meeting shall be called by the Executive Director on request of three voting members of the Executive Committee. ARTICLE IX. COMMITTEES Section 9.1: Committees. The Board of Directors may designate committees not having and exercising the authority of the Board of Directors in the management of the Council. Members of other committees may be composed of members of the Board of Directors or non-members appointed by the President as provided in Section 7.5. The Board of Directors shall prescribe the duties, and terms of office of any such committee. Section 9.2: Nominating Committee. The President of the Council shall appoint a nominating committee comprised of five (5) members of the Board, including himself/herself as one of said committee. The President shall serve as the Chair of the Nominating Committee. ARTICLE X. CONFLICTS OR DUALITY OF INTEREST Section 10.1: Statement of General Policy. The Council's affirmative policy shall be to require that all actual or potential conflicts be disclosed promptly and fully to all necessary parties and to prohibit specified involvement in the affairs of the Council by persons having such conflicts. This policy shall apply to all members of the board of directors and corporate officers, agents and employees of the Council, including independent contractor providers of services and materials. The Board of Directors may from time to time establish such rules and regulations in furtherance of this policy, as it considers appropriate. 7 Sean Stegall - By-laws Final version_1.doc Page 81 • ARTICLE XI. INDEMNIFICATION Section 11.1: Indemnification of Directors and Officers. The Council shall, to the fullest extent to which it is empowered to do so and in accordance with the procedures required by the Act or any other applicable laws as may from time to time be in effect, indemnify any person who was or is threatened to be made a party to any threatened, pending or completed actions, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the Council, or is or was serving at the request of the Council as a director or officer of another corporation, partnership,joint venture, trust or other enterprise, against all expenses, including attorneys' fees,judgments, fines and amounts incurred by him/her in connection with such action, suit or proceeding. Section 11.2: Contract with the Corporation. The provisions of Section 10.1 of this Article shall be deemed to be a contract between the Council and each director or officer who serves in any such capacity at any time while said Section 10.1 and the relevant provision of the Act or other applicable laws, if any, are in effect, and any repeal or modification of any such law or of said Section 10.1 shall not affect any action, suit or proceeding theretofore existing or thereafter brought or threatened based in whole or in part upon any factors existing prior to such repeal or modification. The Council further agrees that in the event a person entitled to indemnification under Section 10.1 of these Article claims indemnification, the Council shall take all required action to bring about a prompt and good faith determination of such person's right to indemnification hereunder. Section 11.3: Indemnification of Employees and Agents. Persons who are not covered by the foregoing provisions of the Article and who are or were employees or agents of the Council, or are or were serving at the request of the Council as employees or agents of another corporation,joint venture, partnership trust or other enterprise, may be indemnified to the extent the Council is empowered to do so by the Act or any other applicable laws, when and as authorized at any time or from time to time by the Board of Directors in its sole discretion. Section 11.4: Advance of Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Council in advance of the final disposition of such action, suit or proceeding upon receipt of a written agreement by or on behalf of a director or an officer to undertake to repay such amount, unless it shall ultimately be determined that he/she is entitled to be indemnified by the Council as authorized in this Article. The provisions of this Section shall apply to employees or agents when the board of directors has authorized such indemnification under the provision of Section 11.3 hereof. Section 11.5: Other Rights of Indemnification. The indemnification provided or permitted by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled by law, agreement or otherwise, and shall continue as to a person who ceased to be a director, officer employee or agent 8 ISean Stegall-By-laws Final version_1.doc Page 91 and shall inure to the benefit of the heirs, executors, and administrators of such person. Section 11.6: Liability Insurance. The Council shall have the power to purchase and maintain, on behalf of any person who is or was a director, officer, employee or agent of the Council or is or was serving at the request of the Council as a director, officer, employee or agent of another corporation, partnership,joint venture, trust or other enterprise, insurance against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Council would have the power to indemnify such person against such liability under the provisions of the Article. ARTICLE XII. FISCAL MATTERS Section 12.1: Fiscal Year. The fiscal year of the Council shall commence on the first day of May and shall end on the 30`h day of April. Section 12.2: Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument, in the name of and on behalf of the Council, and such authority may be general or confined to specific instances. Section 12.3: Loans and Indebtedness. No substantial or material loans shall be contracted on behalf of the Council and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances. Section 12.4: Loans to Directors and Officers. Except as permitted by the provisions of Section 11.4 of these bylaws, the Council shall make no loan to any director or officer. Section 12.5: Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the Council as the Board of Directors shall from time to time designate. Section 12.6: Deposits. All funds of the Council not otherwise employed shall be deposited from time to time to the credit of the Council in such banks, trust companies or other depositaries as the Board of Directress may select. Section 12.7: Gifts. The Board of Directors may accept on behalf of the Council any contribution, gift, bequest or devise for the general or any special purposes of the Council. Section 12.8: Transfer of Assets. No transfer of the Council's assets shall occur except in accordance with the express requirement established by the members, as in effect from time to time. ARTICLE XIII. GENERAL PROVISIONS 9 Sean Stegall -By-laws Final version_1.doc TT�` Page 10 r Section 13.1: Corporate Seal. The Board of Directors may provide a corporate seal that shall be in the form of a circle and shall have inscribed thereon the name of the Council and the words "Corporate Seal, Illinois."The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced. Section 13.2: Waiver of Notice. Whenever any notice is required to be given by law, by articles of incorporation or by the provisions of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Section 13.3: Headings. Section or paragraph headings are inserted herein only for convenience of reference and shall not be considered in the construction of any provision hereof. Section 13.4: Independence from any Village or City. The Council is a separate entity from any Village or City. Accordingly, it is the policy of the Council that: A. No Village or City, shall be entitled to, and shall not have the ability to access any of the economic resources received or held by the Council. B. The economic resources received or held by the Council from any Village or City, once given, are not accessible by any Village or City and are not significant to any Village or City or its economic resources. 10 rSean Stegall - Resolution to join metro west 1.doc PaRe 1 • r RESOLUTION NO. A Resolution to Join and Support the Metro West Council of Government. WHEREAS,the(municipality) is a (home rule/non-home rule)Illinois Municipal Corporation located in(County),Illinois; and, WHEREAS, the Metro West Council of Government, an Illinois Not-For-Profit Corporation, was incorporated on November 30, 2004 for civic purposes and to promote intergovernmental cooperation, communication and economic development of Kane, Kendall and DeKalb Counties; and, WHEREAS, the (municipality) is a municipality within the area to be served by the Metro West Council of Government and is also desirous of promoting the aforesaid goals; and, WHEREAS, the (head) and (board) of the (municipality) have determined that it is in the best interests of the municipality, its citizens and the general public for the (municipality) to join the Metro West Council of Government and support its development and operation; and, WHEREAS,to facilitate such goals, and pursuant to the Illinois Municipal Code, 65 ILCS 5/1-1-1, et. seq., the Illinois Intergovernmental Cooperation Act, 5 ILCS 220/1, et. seq., and the Illinois Not for Profit Corporation Act of 1986, 805 ILCS 105/101.01, et. seq., the (municipality) seeks to become a member and supporter of the Metro West Council of Government; NOW THEREFORE, BE IT RESOLVED by the (head) and the (board) of the (municipality): 1. That the (municipality) shall join the Metro West Council of Government; and, 2. That the (municipality) shall pay an annual contribution of$(dues) to the Metro West Council of Government each year, for the next three years, or such other shorter time as applicable law shall require; and, 3. That the (designee) of the (municipality) shall be authorized to complete and execute all such documents as may be necessary to join the Metro West Council of Government, consistent with the terms of this resolution. BE IT FURTHER RESOLVED THAT the (municipality) will, by separate action, select a designee or designees from the (municipality) to serve as representatives of the(municipality) at all meetings of the Metro West Council of Government. Sean Stegall - Resolution to join metro west_1.doc Page 21 This resolution shall be in full force and effect from and after its passage, approval as provided by law. PASSED AND APPROVED by the (head) and (board) of the (municipality), (county), Illinois,this day of , 2005. (head) AYES: NAYS: ABSENT: ATTEST: (Secretary/Clerk)