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HomeMy WebLinkAbout06-106 Resolution No.06-106 RESOLUTION APPROVING THE AMENDED ARTICLES OF AGREEMENT AND BY-LAWS OF THE NORTHERN ILLINOIS SPECIAL RECREATION ASSOCIATION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that the City of Elgin hereby approves the amended Articles of Agreement and By-Laws of the Northern Illinois Special Recreation Association,copies of which is attached hereto and made a part hereof by reference. s/Ed Schock Ed Schock, Mayor Presented: May 10, 2006 Adopted: May 10, 2006 Omnibus Vote: Yeas: 7 Nays: 0 Attest: s/Dolonna Mecum Dolonna Mecum, City Clerk 1 ARTICLES OF AGREEMENT AO" NORTHERN ILLINOIS SPECIAL RECREATION ASSOCIATION REVISED Mayr2404-March 13,2006 ARTICLES OF AGREEMENT between certain Park Districts duly and properly organized and operating pursuant to the provisions of"The Park District Code" and Municipalities duly and properly organized and operating pursuant to the "Illinois Municipal Code". WHEREAS: The Park Districts and Municipalities (hereinafter called Member District) desire to provide recreational programs for persons with disabilities and to share the expenses of such programs on a cooperative basis; and WHEREAS: Member Districts are authorized to enter into this agreement by Section 5-8 and 8-10.2 of the Park District Code and all laws amendatory thereof and supplementary thereto and by Article VII, Section 10 of the 1970 Constitution of the State of Illinois. NOW,THERFORE,IT IS AGREED AS FOLLOWS: I. For the purpose of this agreement, the Member Districts have collectively agreed to be known as NORTHERN ILLINOIS SPECIAL RECREATION ASSOCIATION (NISRA), hereinafter referred to as the"Association". aok II. The purpose of the Association shall be to provide comprehensive recreation programs for individuals with disabilities. III. Member Districts in the Association are: Barrington Park District Cary Park District Crystal Lake Park District Dundee Township Park District City of Elgin City of Harvard Hampshire Park District Huntley Park District City of McHenry Marengo Park District Wauconda Park District City of Woodstock Other Districts and Municipalities may be admitted to membership by a majority vote of the Board of Directors of the Association upon conditions previously specified at time of entry. Oft. F:\Recreation\Reope1te\N1SRA\Artices of Agreement Trustees-March 2006.doc 1 IV. The Association shall have a Board of Trustees, a Board of Directors, officers and an Executive Director, all as provided in the ByLaws of the Association attached hereto, made a part thereof, and hereby approved by Member Districts. V. Any approval or consent required of a Member District under this agreement shall be by the affirmative vote of a majority of the Village Board or City Council or Board of Commissioners of the Member District, except where herein otherwise specified. VI. Member Districts agree to make available to the Association their recreational areas, and facilities, at such time and such manner as may be mutually agreed upon between the Association and Member Districts or the Association Executive Director and the appropriate administrative office of Member Districts. VII. The Board of Direetors-bf the Associatibn May establish fees for the participation of people with disabilities in the Association programs. VIII. The Board of Trustees of The Board of Directors of the Association may obtain funds from other organizations, in accordance with the provisions of the Park District Code and Illinois Municipal Code as amended,to assist in the best possible service to the special populations within the Association's area at the lowest possible cost to participants. IX. The Association shall provide public liability insurance and non-ownership automobile insurance in a single limit as deemed necessary for bodily injury and dew property damage and such other insurance as needed or deemed necessary by law. The Association shall cause the Treasurer of the Association, and all personnel participating in the Association program who handle money to be bonded in an amount as determined by the Board of Directors of the Association. X. The Association shall act as its own employer. The Association shall administer its own payroll throughout the year. XI. The Association shall provide, at its own costs, an annual audit prepared by an auditor selected by the Board of Trustees Directors consistent with acceptable accounting practices and the laws of the State of Illinois. A copy of said audit shall be distributed to each Member District within 90 days of the completion of the audit. XII. . The Board of Directors shall approve all changes and additions to the Policy Manual of the Association. All of the Association employees shall be under direct supervision of the Executive Director. 4011.• F Recreation\Reopelle\N1SRA\Articles of Agreement Trustees-March 2006.doc 2 XIII. Annual Assessment of Each Member District A. Annual member district dues of each district shall be determined by applying a rate of$0.0175 to each member districts' equalized assessed valuation from the previous taxing year. EXAMPLE: FY06/07 MEMBER DIST. 2004 EQ. ASSESSED VALUE RATE DISTRICT DUES A 500,000,000 $0.0175 $87,500 B. A new district joining NISRA shall apply to its most recent equalized assessed value to the rate of$0.0175 to determine the new district's member district dues for the first year. XIV. Voluntary or Involuntary Withdrawal of Member District A. Voluntary Withdrawal: Notwithstanding anything to the contrary, any Member District may voluntarily withdraw from this Joint Agreement by so notifying the Board of Trustees Directors of its decision in writing, no later than February 15`of any fiscal yeaf and, in such event, voluntary withdrawal shall be effective as of anb. April 30th of the next ensuing fiscal year. Any and all liability and privileges of the withdrawing Member District shall cease as of said April 30th date except for liabilities incurred by the Association prior to said date. B. Involuntary Withdrawal: If any Member District fails to abide of the provisions, or shall be in default of any provision of the Agreement, any such Member District may be involuntarily declared withdrawn from membership in the Association and as a party to the Agreement as follows: The Board of Trustees Directors shall give at least ten (10)days written notice to the allegedly defaulting Member District which notice shall specify the ground or grounds for such declaration of withdrawal and shall set a certain date and a time and a place for a hearing before the Board of Trustees Directors as to the proposed declaration of involuntary withdrawal. The defaulting Member District shall be permitted to appear at said hearing and to submit testimony and evidence as to why it should not be involuntarily withdrawn from membership in the Association and as a party to the Agreement. After conclusion of said hearing and upon resolution duly passed by the affirmative vote of at least 2/3rds of the members of the Board of Trustees Directors, a defaulting Member District may be declared to have been involuntarily withdrawn from membership in the Association and as a part of this Agreement. The reasons for such declaration of the withdrawal shall be set forth in the Declaration passed by the Board of Trustees. Directors. Such involuntary withdrawal shall not become effective,however, until April 30th of the next aft. ensuring fiscal year unless a different date shall be mutually agreed by the F:\Recreaion\Reope1Ie\NISRA\Artices of Agreement Trustees-March 2006.doc 3 Association and the Member District declared to have deemed to be withdrawn as aforesaid. In any events, such withdrawing Member District shall continue to be responsible for any and all liabilities incurred while a Member under this Agreement and until the effective date for withdrawal as provided in the Agreement. C. Upon a withdrawal of a Member District as a member District under this Agreement, whether voluntarily or involuntarily, such withdrawing Member District shall have no further claim or right of interest whatsoever to any of the assets or properties of the Association. XV. Dissolution In the event that the term of these Articles of Agreement shall hereafter expired because there should be withdrawals of Member Districts hereunder so that at least two Member Districts no loner remain to operate under the terms of this Agreement, or in the event the Board of Trustees Directors hereunder shall unanimously vote to dissolve the Association, then this Agreement shall be deemed terminated and the assets of the Association shall be distributed among the Member Districts which are Members hereunder immediately prior to such termination occurring. Such distribution, to be in accordance with an equitable formula based in part by the contributors determined by as 2/3rds vote of the then Members of the Board of Trustees Directors as constituted immediately prior to such termination occurring. In no event,however, shall any such distribution of assets be made until all of the debts and liabilities of the Association shall be paid, satisfies or discharges or adequate provision acceptable to all creditors Aoh. otherwise be made thereof. XVI. Amendments The terms of these Articles of Agreement may be altered, amended or repealed, or new Articles of Agreement may be adopted,by a vote of 2/3rds of the Member Districts. XVII. The Agreement shall become effective September 4, 1991, and shall continue for a period of 3 years thereafter shall be automatically renewed for additional 3 year periods unless 1/3 of the Member Districts notify the Board of Directors of their request of a complete revision of the Articles of Agreement. Said request will need to be received by the Board of Directors on or before January 1 of the third year of the agreement. The provision shall not apply to amendments or revisions of less than total agreement. IN WITNESS WHEREOF, each Member District has caused this Agreement to be executed by its President or Mayor and attested to by its Secretary pursuant to resolution of the Board of Park Commissioners or City Council of the Member District. 4000.. F:\Recreation\Reopelle\NISRA\Articles of Agreement Trustees-March 2006 doc 4 • Oak NORTHERN ILLINOIS SPECIAL RECREATION ASSOCIATION • BYLAWS REVISED March 13, 2006 These Bylaws are an integral part of the Articles of Agreement between the Member Districts of the Northern Illinois Special Recreation Association(NISRA), hereinafter referred to as the"Association", as of the effective date of January 1, 1982. ARTICLE I—Offices The principal office of the Association shall be determined by the Board of 'Directors of the Association. The Association may also have offices at such other places as the Board of Directors may determine that the business of the Association may require. ARTICLE II Board of Trustees Section 1. The Association shall be governed by a Board of Trustees The President of the Board of Directors shall be the President of the Board of Trustees. The home district of the President shall cast the last vote at all times. Sectien 2. The-trustees may hold meetings, both regular and special at any Section 3. A regular meeting of the Board of Trustees shall be held quarterly Board of Trustees. Section 4. All meetings of the Board of Trustees shall be in accordance with of the Board. Section 5. At all meetings-ef the Board of Trustees, a majority of the total F:\Recreation\Reopelle\NISRA\BYLAWS-march 2006.DOC 1 • -- - • --- -- " ; - 5 , - --" - -- . -; - . ; . 6 • •• • ". ' •• • • • •. : '; . •" . "• • • :•• • • r . 4. ;•• ;- ARTICLE II—Board of Directors Section 1. The Board of Directors shall govern the Association in accordance with the Articles of Agreement between the Member Districts and may otherwise exercise all powers of the Association and do all such lawful acts and things as are not to be statute prohibited. Section 2. The number of Directors which shall constitutes the Board of Directors shall be equal to the number of Member Districts in the Association. Each Member District shall appoint one member to the Board of Directors and shall notify the President of the Board of Directors of the Member District's appointment in writing, and said Member Districts shall each have one vote. 11011k Section 3. Members of the Board of Directors shall be authorized representatives of a Member District. A member of the Board of Directors may be an elected official, administrator or any other representative appointed to best represent the district. Section 4. The Director may hold meetings, both regular and special, at any designated office with the Member Districts. Section 5. The Board of Directors shall evaluate the performance of the Executive Director on an annual basis. Section 6. A regular meeting of the Board of Directors shall be held monthly. except in those months that the Board of Trustees meet. The date, time and place of the monthly meeting shall be determined by the Board of Directors. Section 7. Special meetings of the Board of Directors may be called by the President on three (3) days notice to each Director either personally or by mail. Special meetings shall be called by the President or Secretary in like manner and like notice at the written request of two Directors. Section 8. At all meetings of the Board of Directors a majority of the Directors shall constitute a quorum for the transaction of business and the act of a F\Recreation\Reopellc\N1SRA\BYLAWS-march 2006.DOC 2 411"1- majority of Directors present at any meetings at which there is a quorum, shall be the act of the Directors except as may be otherwise specifically provided by these ByLaws of the Articles of Agreement of the Member Districts. Section 9. All meetings of the Board of Directors shall be in accordance with the then existing statutes of the State of Illinois. No final action on any Board matters shall be taken in executive sessions, but must be taken at a public meeting of the Board. Section 10. The Director shall receive no salary or other compensation or other remuneration from the Association for acting as Board Members. ARTICLE III—Notices Section 1. Whenever under the provisions of the ByLaws, notice is required to be given to any Director and/or Trustee, such notice may be given, in writing, by mail addressed to such Director and/or Trustee at his or her address as it appears on the records of the Association with postage thereon pre-paid and such notice shall be deemed to be given when the same shall be deposited in the United States mail. Section 2. Whenever any notice is required to be given under the provisions nk of these ByLaws, a waiver thereof in writing signed by the person or persons entitled to said notice whether before or after the time stated therein shall be deemed equivalent thereto. ARTICLE IV—Officers • Section 1. The officers of the Association shall be chosen by the Board of Directors at the April or May meeting from members of the Board of Directors and shall be a president, President—elect, Secretary, and Treasurer. No individual • shall hold more than one office simultaneously. The officers, Board of Trustees, and the Board of Directors shall exercise such powers as explained in the following description: (a) The President shall reside at all meetings of the Board of Direeter-s-afid-13eard of Trustees, following Roberts Rules of Order at all times. The President shall be empowered to execute contracts on behalf of the Association pursuant to direction of the Board of Directors. (b) In the absence of the President or in the event of his or her inability or refusal to act, the President-elect shall perform the powers and be subject to all restrictions upon the President. The President-elect shall perform such other duties and shall have such other powers as the Board of Directors may from time to time prescribe. FARecreation\Reopelle\N1SRA\BYLAWS-march 2006.DOC 3 400°b• (c) The Secretary shall be appointed by the Board of Directors and shall attend all Meetings of the Board of Directors and the Board of Trustees and record all the proceedings of the Board of Directors and the Board of Trustees in a book to be kept for the purpose. The Secretary shall give or cause to be given notice of all regular, rescheduled or reconvened meetings and changes therein of the Board of Directors. and the Board of Trustees. (d) The Board of Directors shall appoint a Treasurer who along with the Executive Director, have the custody of the funds of the Association and shall keep full and accurate reports of receipts and disbursements in books belonging to the Association and shall deposit all monies and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Board of Directors. The Treasurer shall disperse the funds of the Association only after said Board has approved proper vouchers of the disbursements. The Treasurer shall render to the Board of Directors : • : - at its regular meetings, or when the Board of Directors or Board of Trustees so requires an accounting of his or her transactions as Treasurer and of the financial condition of the Association. The Treasurer shall comply with all statutes regarding the deposit of funds, auditing of the books and records and preparing an annual statement of all receipts and dispersements during the preceding fiscal year. Section 2. The Board of Directors may appoint such other officers and agents dm. as it shall deem necessary who shall hold their office for such terms and shall exercise powers and perform such duties as shall be determined from time to time by the Board. Section 3. The President shall appoint members of the Board of Directors and Beard-af-Trustees to the Strategic Planning, Finance and Personnel and policy Committees. - - •- -- Other committees may also be appointed in the same manner as deemed necessary. ARTICLE V—Executive Director The Board of Directors shall --- • - -: - : - -•: •; ; candidates-far be charged with the hiring and supervision of the position of Executive Director. •- -- • . . . The Executive Director shall be chief Operating officer of the Association with the following duties,powers and responsibilities: 1. To develop and administer a comprehensive recreation system so that the needs of people with disabilities residing in the Member Districts shall be met. 2. To attend meetings of the . -. : Board of Directors and participate in all deliberations except when deliberations involve the Executive Director's own employment. FARecreation\Reopelle\NISRA1BYLAWS-march 2006.DOC 4 • Am+ 3. To keep the Board continuously informed on the progress of the recreational system being offered. 4. To enforce all provisions of the law and all rules and regulations of the Board and to implement all policies of the Board. 5. To develop and supervise a public relations program so as to enlist the understanding, support and participation of the community in programs of the Association. 6. To employ and supervise all employees directly responsible for the Association's programs. 7. To make certain that an optimum of services are being offered. 8. To promote among the employees of the Association an understanding of the policies of the Association. 9. To prepare annually, for consideration by the Board, a list of principal goals and objectives and priorities of the Association for the next succeeding year. 10. To prepare and submit to the Board of Directors and Board of Trustee , no later than 9 months prior to each fiscal year, the proposed statement of financial obligation to allow the necessary appropriation of Levy Ordinance. ARTICLE VI—Checks All checks of the Association shall be signed by such officer or two officers or two designated Association representatives. ARTICLE VII—Amendments 40111k These Bylaws may be altered, amended or repealed or Bylaws may be adopted by a 2/3 vote of the Member Districts. dew FARccreation\Reopellc\NISRA\BYLAWS-march 2006.DOC 5 • .4 OF E.4 City of Elgin Agenda Item No. \\ o' Aomk. ,11,Dov , • April 21, 2006 _ I TO: Mayor and Members of the City Council RECREATIONAL LEISURE ANO CULTURAL C31,,-/RTUNITIES FclIi AI CITIVFINIs FROM: Olufemi Folarin, City Manager Randy Reopelle, Parks and Recreation Director SUBJECT: Amendments to the Articles of Agreement and By-Laws of the Northern Illinois Special Recreation Association PURPOSE The purpose of this memorandum is to provide the Mayor and members of the City Council with information to consider amendments to the Articles of Agreement and By-Laws of the Northern Illinois Special Recreation Association. RECOMMENDATION oft- It is recommended the City Council approve the proposed amendments. BACKGROUND In November, 2005, the City of Elgin joined the Northern Illinois Special Recreation Association (NISRA) for the purpose of providing recreation programs and services to residents with disabilities. NISRA is one of 28 Special Recreation Association in Illinois, but is the only one that was created with two governing boards— a Board of Directors and a Board of Trustees. The Board of Directors is comprised of Directors of Park Districts and Parks and Recreation Departments. They meet monthly and approve expenditures and financial reports, establish policy, receive and review staff reports, oversee the strategic plan and supervise the Executive Director. The Board of Trustees is comprised of one elected official from each member community. Councilmember Rogers is the City of Elgin's representative on this Board. The Board of Trustees meets quarterly and approves the annual budget and any amendments to the Articles of Agreement and/or By-Laws. These recommendations are then taken back to the individual communities and voted on by the City Council or Commissions as part of the approval process. Because of this duplication of effort in the approval process, and the frequency of meetings being cancelled due to lack of a quorum, the Board of Trustees voted unanimously at their March 13, oh. Amendments to NISRA Articles and By-Laws April 21, 2006 Page 2 2006 meeting to dissolve their Board. Attached you will find amended Articles of Agreement and By-Laws that reflect this change. To be approved, two-thirds of the NISRA member communities must approve these amendments. COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED None. 1AFINANCIAL IMPACT None. 017, GAL IMPACT \./ one. ALTERNATIVES 1. Approve the amendments to NISRA's Articles of Agreement and By-Laws. 2. Do not approve the amendments to NISRA's Articles of Agreement and By-Laws. Respectfully submitted for Council consideration. rr Attachment 400.•