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R-1138 - 10/25/2011 - AGREEMENT-DUCOMM - Resolutions ExhibitsDuPage Public Safety communications Bylaws As Amended by DU- COMM's Board of Directors on December 7, 2010 DU PAGE PUBLIC SAFETY COMMUNICATIONS BYLAWS As Amended December 7, 2010 ARTICLE I — PURPOSE DU PAGE PUBLIC SAFETY COMMUNICATIONS (DU -COMM) is an association of units of local government, as they are defined in Article VII, Section 1, of the Constitution of State of Illinois, 1970, and is a "public agency" as defined in the Intergovernmental Cooperation Act, 5 ILCS 220/2 (1), that is voluntarily established by its members pursuant to Article VII, Section 10, of the Constitution of the State of Illinois, 1970, and the Intergovernmental Cooperation Act, 5 ILCS 220/1 at seq. It is organized for the purpose of: Providing the equipment, services and other items necessary and appropriate for the establishment, operation and maintenance of a joint public safety communications system for the mutual benefit of the members of DU -COMM. 2. Providing such contractual services to other units of local government. 3. Providing a forum for discussion, study, development and implementation of recommendations of mutual interest to its members regarding public safety communications and criminal justice, fire safety, emergency medical and telephone emergency request systems, public safety information communication and data processing systems and other topics and projects of mutual public safety concern to its members. ARTICLE II - MEMBERSHIP A. All cities, villages, fire protection districts and other units of local government that provide public safety service, that are located, wholly or partly within DuPage County, Illinois or geographically adjoin the boundaries of a then existing DU -COMM member and that are permitted by the Intergovernmental Cooperation Act to contract and associate with other units of local government are eligible for membership and participation in DU -COMM. B. A unit of local government's membership and participation in DU -COMM is conditioned upon: 1. Its execution of the Joint Public Safety Communications Systems Agreement creating and establishing DU -COMM; As amended, December 7, 2010 2. Its delivery to DU -COMM of a certified copy of its ordinance authorizing its execution of the Joint Public Safety Communication System Agreement; 3. Its agreement to be bound by DU- COMM's By -Laws; 4. Its payment of an initial entry fee as determined and agreed to by it and DU- COMM's then members; 5. Its continuing payment of its annual and other fees and compliance with DU- COMM's Bylaws; and 6. Such other conditions as determined from time to time by the Board of Directors. C. New member participants shall be admitted on a two- thirds (2/3) vote of the members of the Board of Directors. All new members shall become liable for payment of existing debts and liabilities of DU -COMM to the same extent as all then existing member. The payment of the fee required in this paragraph shall be made within thirty (30) days after the new member's admission to DU -COMM unless deferred payment is approved by a two- thirds (2/3) vote of the Board of Directors. The Board of Directors shall not approve deferred payment unless the new member participant's governing officials submit a resolution that: 1. States the reasons why payment cannot be made upon admission; 2. Requests deferral of payment for not more than one (1) year; and 3. Agrees to pay the deferred amount, with interest at a rate determined by DU- COMM's Board of Directors, if the request for deferred payment is approved. ARTICLE III - ORGANIZATION There is hereby established a Board of Directors of DU -COMM, an Executive Committee of DU -COMM, a Chiefs' Operations Committee of DU -COMM, and the position of Executive Director of DU -COMM. No Board of Director member, Executive Committee member, or Chiefs' Operations Committee member shall receive a salary or compensation from DU- COMM As amended, December 7, 2010 2 A. BOARD OF DIRECTORS t. Membership: The Board of Directors shall consist of; a. The Mayor or President of each participating municipality or an alternate who has been designated annually in writing each July. The designated alternate has all the same rights and authority as that municipality's Mayor or President; and b. Two directors who shall represent all the participating fire protection districts and shall be the Presidents of the Boards of Trustees of two of the participating fire protection districts or their designated alternates (who shall be Fire Protection District Trustees). The Presidents, or their designated alternate, of the Fire Protection Districts shall confer and select the two Directors who shall represent the Fire Protection Districts on the Board of Directors. Any President of the Board of Trustees of a participating fire protection district, not serving as a DU -COMM director, may attend and participate in the discussion at a Board of Directors' meeting but shall not vote. 2. Chairman, Vice - Chairman and Secretary/Treasurer; a. Election: At its July meeting in odd years, the Board of Directors shall elect one of its members to serve as a Chairman, a Vice - Chairman and a Secretary/Treasurer. The Chairman shall conduct the meetings of the Board of Directors. In the absence of the Chairman, the Vice - Chairman shall perform the duties of the" Chairman. Each officer elected shall assume their office at the close of the July meeting and shall serve a term of two (2) years. b. Nominating Committee: At its April meeting in odd years, a majority of the Board of Directors shall appoint two or more Directors to serve as members of the Nominating Committee. The Nominating Committee shall determine a slate of directors it recommends for election as Chairman, Vice- Chairman, Secretary/Treasurer, two Municipal Administrators, one police chief, and one fire chief to serve on the Executive Committee. The two remaining representatives to the Executive Committee shall be the Chairman and Vice - Chairman of the Chiefs Operations Committee. Additional nominations may be from the floor during this meeting. As amended, December 7, 2010 3. Officers: The Chairman, Vice Chairman, Secretary/Treasurer of the Board of Directors shall hold the same offices on the Executive Committee. a. Chairman: The Chairman shall; I. Oversee all business and affairs of DU -COMM; II. Execute any documents as authorized by the Board of Directors or these Bylaws; III. Perform all duties incidental to the office of Chairman, and those that may be prescribed by the Board of Directors; IV. From time to time, to create such sub - committees as may be needed for the Executive Committee to perform its duties and to appoint two or more members of the Executive Committee to each such sub - committee; and V. Serve as liaison between the Board of Directors and Executive Committee. b. Vice Chairman: In the absence of the Chairman, the Vice Chairman shall perform the duties of the Chairman. c. Secretary /Treasurer: The Secretary/Treasurer shall; I. Oversee the recording, maintenance and custody of the records of DU -COMM and the minutes of all meetings of DU- COMM; II. See that all notices are duly given according to these Bylaws; III. Perform, or delegate to DU- COMM's staff employees, all duties incidental to those generally assigned to the office of Secretarylfreasurer and to perform those duties prescribed by the Board of Directors. As amended, December 7, 2010 4 4. Meetings: The regular meetings of the Board of Directors shall be held quarterly on the third Tuesday of the month. The January meeting shall be the annual meeting at which the annual budget of DU- COMM is adopted. The election of officers for the Board of Directors will be held bi- annually in odd years. The Secretary/Treasurer shall cause notice of these regular meetings, including an agenda to be mailed to each member of the Board of Directors at least seven (7) days before the meeting. The business of the meeting shall not be limited to the agenda. b. Special meetings of the Board of Directors may be called by the Chairman, the Board of Directors on its own motion or by the Executive Committee upon written request of a majority of its members. The date, time and location of special meetings shall be determined by the person(s) calling the meeting. Written notice of special meetings, including a specific agenda for the meeting, shall be mailed to each member of the Board of Directors at least 48 hours before the meeting. Only those items appearing on the agenda may be considered at the meeting. 5. Quorum: A majority of the members of the Board of quorum for the transaction of business at ; Directors. If less than a majority of directors majority of the directors present may adjourn notice. 6. Voting: Directors shall constitute a a meeting of the Board of are present at a meeting a the meeting without further a. Each Director or designated alternate present shall be entitled to cast one vote. b. No proxy or absentee votes are allowed. 7. Powers: The Board of Directors shall have all powers, express and implied, not inconsistent with or contrary to the laws of the Constitution of the State of Illinois, 1970, the Joint Public Safety Communications System Agreement or these Bylaws, that are necessary for it to carry out the purpose of DU- COMM as stated in Article I of these By -Laws. The Board of Directors may establish rules and procedures governing its conduct. As amended, December 7, 2010 8. Duties: The Board of Directors shall: a. Determine general policy of DU -COMM; b. Adopt the annual budget of DU -COMM; c. Appoint and remove the Executive Director; d. At its April meeting, review the annual evaluation and fix the salary of the Executive Director as conducted and recommended to it by the Executive Committee. e. Hire certified public accountants as auditors to perform an annual audit of DU- COMM's financial affairs and to prepare a report of the audit for approval by the Board of Directors. The audit shall be done after each fiscal year in accordance with generally accepted accounting principles. Each participating member unit of local govemment shall be provided a copy of the audit report; Designate the officer(s) and agents authorized to sign checks, drafts or other orders of payment of money and noted or other evidences of indebtedness of DU -COMM and shall execute all documents required to evidence the authority of the officer(s) or agents; g. Designate the officer(s) and agents authorized to execute and deliver contracts or any other instrument in DU- COMM's name and on its behalf in the furtherance of its purpose. This authority may be general or limited to speck transactions or types of transactions and shall execute all documents required to evidence the authority to sign checks, drafts or other orders of payment of money, and notes or other evidences of indebtedness of DU -COMM and shall execute all documents required to evidence the authority of the officer(s) or agents; h. Contract for loans to DU -COMM; all loans in excess of $50,000 must have the approval of the governing boards of at least two - thirds (2/3) of participating members; L Review and approve the Investment Policy annually; j. Review DU- COMM's Bylaws; and k. Approve new members and expel existing members in accordance with established procedures. As amended, December 7, 2010 B. EXECUTIVE COMMITTEE Purpose: The purpose of the Executive Committee is to allow for the expeditious conduct of DU- COMM's operations and to provide timely policy direction to the Executive Director. 2. Membership: a. The DU -COMM Executive Committee shall consist of the Chairman, Vice Chairman, Secretary/Treasurer of the Board of Directors; two municipal administrators; two fire chiefs and two police chiefs which shall include the Chairman and Vice Chairman from the Chiefs' Operations Committee. 3. Vacancies of Officers: a. The Chairman and the Vice Chairman of the Board of Directors of DU -COMM will maintain their current offices while serving on the Executive Committee. b. Vacancies: An Executive Committee office shall be deemed vacant if the occupant ceases to be an employee of a member and upon the death, resignation or removal of the occupant. The Chairman of the Board of Directors shall appoint a successor to fill the vacant office until the next bi- annual election for that office. Any appointments made to fill a vacancy shall remain consistent with the organizational structure as defined in section 2 (a.) Membership: DU -COMM Executive Committee. c. Removal: The Board of Directors may remove an elected or appointed officer of the Executive Committee whenever, in the Board's judgment, the best interest of DU -COMM would be served by the removal. 4. Meetings: Regular meetings: Regular meetings shall be held monthly. The Secretary/Treasurer shall cause notice of all meetings, including an agenda, to be mailed to each member of the Executive Committee at least seven (7) days before the meeting. b. Special meetings may be held at the call of the Chairman, by the Executive Committee upon its own motion, or called by the Chairman upon the written request of a majority of the Executive Committee members. The date, time and place of special meetings shall be determined by the Chairman. The Secretary/Treasurer shall cause notice of special meetings, including an agenda, to be given to each member of the Executive Committee at least forty- As amended, December 7, 2010 7 eight (46) hours before the meeting. Only those items appearing on the agenda may be considered at a special meeting. 5. Quorum: A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business at a meeting of the Executive Committee. If less than a majority is present at a meeting, a majority of the Executive Committee members present may adjourn without further notice. 6. Voting: a. Each Executive Committee member attending shall be entitled to cast one vote. b. No proxy or absentee votes are allowed. 7. Duties: The Executive Committee shall; a. Ensure that decisions concerning development, operation, cost sharing, expenditure approval, personnel and equipment utilization are consistent with the purpose of DU -COMM, the policies established by the Board of Directors and the limits fixed by the approved budget; b. Review and approve, from time to time as necessary, DU- COMM's Personnel Manual; c. Conduct the annual review of the Executive Director, and make a recommendation on any salary increase to the Board of Directors for consideration at the April meeting; d. Review the draft budget prepared by the Executive Director and submit recommendations to the Board of Directors at least thirty (30) days before the Board of Directors' January meeting; e. Transfer funds within the total budget to meet unanticipated needs or to meet changed conditions. Any transfer in excess of $10,000 for any single purpose shall be reported as soon as possible after the transfer, and in no event later than the next regular or special meeting of the Board of Directors; As amended, December 7, 2010 8 f. Subject to the policies determined by the Board of Directors, contract with other units of local government and other governmental entities and agencies as authorized in the Illinois Intergovernmental Cooperation Act for their use of DU- COMM's facilities, equipment and services and to establish appropriate charges therefore. Except as specifically provided herein, no contract or other obligation of DU -COMM shall be binding unless approved by the Executive Committee; g. Conduct long term - planning on capital improvements, and multi- year expenditures; h. Review monthly the facility operations, financial reports, and the Executive Director's report; L Review and recommend the disposal of surplus equipment as defined under the current policy of the Board of Directors and Illinois State Statute; j. Review and recommend adoption of the annual audit to the Board of Directors; k. Approve any budgeted expenditure in excess of $10,000. C. Chiefs' Operations Committee 1. Membership: a. The DU -COMM Chiefs' Operations Committee shall consist of each Police Chief and Fire Chief whose unit of local government is a member of DU -COMM. Each Police Chief and Fire Chief may designate an alternate member of that police or fire department who may serve on the Chiefs' Operations Committee in the absence of the Police Chief or Fire Chief. Each Police Chief and Fire Chief who designates an alternate must advise DU -COMM, annually in writing each July, of the alternate's identity. 2. Officers: The Chiefs' Operations Committee shall have the offices of Chairman, and Vice - Chairman. a. Chairman: The Chairman shall: i. Perform all duties incidental to the office of Chairman, and those that may be prescribed by the Board of Directors and /or the Executive Committee; As amended, December 7, 2010 9 H. From time to time, to create such sub - committees as may be needed for the Chiefs' Operations Committee to perform its duties and to appoint two or more members of the Chiefs' Operations Committee to each such sub - committee; and iii. Serve as a member of the Executive Committee. b. Vice Chairman: Serve as a member of the Executive Committee. 'ii. In the absence of the Chairman, the Vice Chairman shall perform the duties of the Chairman. 3. Election of Officers: a. Election: At the June meeting of Chiefs' Operations Committee, they shall elect a Chairman, and Vice- Chairman, each to serve a term of one (1) year. The Chairman and the Vice- Chairman cannot be from the same member and must represent a different branch of service. The terms of newly elected officers shall commence at the July meeting. The Vice- Chairman shall automatically move to the position of Chairman in the subsequent year. b. Vacancies: A Chiefs' Operations Committee office shall be deemed vacant if the occupant ceases to be an employee of a member and upon the death, resignation or removal of the occupant. The Chiefs' Operations Committee shall appoint a successor to fill the vacant office until the next annual election for that office. c. Removal: The Board of Directors may remove an elected or appointed officer of the Chiefs' Operations Committee whenever, in the Board's judgment, the best interest of DU -COMM would be served by the removal. 4. Meetings: Regular meetings: Regular meetings shall be held bi- monthly. Notice of the regular meetings, including an agenda, shall be mailed to each member of the Chiefs Operations Committee at least seven (7) days before the meeting. b. Special meetings may be held at the call of the Chairman, by the Chiefs' Operations Committee upon its own motion, or called by the Chairman, upon the written request of a majority of the Chiefs Operations Committee members or their alternates. The date, time As amended, December 7, 2010 10 and place of special meetings shall be determined by the Chairman. The Chairman, shall cause notice of special meetings, including an agenda, to be given to each member of the Chiefs' Operations Committee at least forty -eight (48) hours before the meeting. Only those items appearing on the agenda may be considered at a special meeting. 5. Quorum: A majority of the members of the Chiefs' Operations Committee shall constitute a quorum for the transaction of business at a meeting of the Chiefs Operations Committee. If less than a majority is present at a meeting, a majority of the Chiefs' Operations Committee members present may adjourn without further notice. 6. Voting: a. Each Chiefs Operations Committee member attending shall be entitled to cast one vote. b. No proxy or absentee votes are allowed. 7. Duties: The Chiefs' Operations Committee shall; a. Review written directives of the Executive Director regarding standard operating procedures concerning police, fire and EMS dispatching, equipment utilization regarding the computer systems and the communications systems.. Any concerns raised by Committee members that are not addressed by the Executive Director may be submitted to the Executive Committee for review. b. In concert with the Executive Director, provide oversight and direction regarding short- and long -range planning issues, future needs relative to computer systems and communications systems, statistical reporting documents, additional service needs and agency and inter- agency relationships. c. To form sub- committee(s) as needed from time to time to assist in the oversight and monitoring of operations and /or to deal with special issues or needs. To assist DU -COMM from time to time in lobbying legislators (State and Federal) and /or State or Federal Agencies on issues affecting public safety, in particular emergency dispatching and communications systems and airwaves (Federal Communications Commission). As amended, December 7, 2010 11 D. EXECUTIVE DIRECTOR The Executive Director shall perform the duties authorized and /or delegated to the position by the Board of Directors including the following: Oversee the day -to -day operations of DU -COMM including, but not limited to, the hiring, supervising, discipline and termination of employees. 2. Prepare the proposed annual budget for initial review by the Executive Committee and adoption by the Board of Directors. 3. Attend Board of Directors, Executive Committee, and Chiefs' Operations Committee meetings. Provide advice and /or specific recommendations to the various Boards and Committees as may be requested or needed on matters of dispatch operations, administrative and technical (computer and communications systems) issues, and overall management of DU- COMM as a centralized dispatch center. The Executive Director shall not be considered a member of the Executive Committee or the Chiefs' Operations Committee. 4. All other duties assigned by the Board of Directors and as stated in DU- COMM's Policy and Procedures. 5. Contract for any expenditure or revenue stream that is less than $10,000 annually. 6. Approve any budgeted expenditure under $10,000, Select the banks and other financial institutions that may be used as depositories of DU- COMM's funds and securities in accordance with the Investment Policy approved by the Board of Directors. 8. Review and recommend contracts with other agencies for the use of DU- COMM facilities in conjunction with the Executive Committee and Chiefs' Operations Committee. ARTICLE IV - FISCAL YEAR AND BUDGET A. Fiscal Year: The fiscal year of DU -COMM shall begin May 1 and end on April 30. B. Budget: The Board of Directors shall adopt an annual budget at its annual meeting in January. Immediately after adoption, copies shall be mailed to the Clerk and Chief Executive Officer of each member agency. As amended, December 7, 2010 12 ARTICLE V - MEMBER CONTRIBUTION AND FEES A. Police communication service recipients. 1. Existing members' annual fee: Members shall share the authorized development costs, capital equipment, capital assets and, operating costs of DU- COMM's common systems. Each members share shall be equal to the ratio of the authorized (budgeted) police personnel in the member's unit of local government to the total authorized sworn (budgeted) police personnel in all members' unit of local government. 2. New member's first year annual fees: If, at a date after budget approval, another unit of local government is admitted as a member of DU -COMM, the new member shall share the authorized development costs, capital equipment, capital assets and operating costs for all common systems. The amount to be contributed by the new member shall be in accord with the provisions of DU- COMM's policy then in effect. Any new capital or development costs to DU -COMM, caused by the admission of the new member to DU -COMM shall be the exclusive cost of and be paid by the new member. B. Fire communication service recipients. 1. Existing members' annual fee: Members shall share the authorized development costs, capital equipment, capital assets and operating costs of DU- COMM's common systems. Each member's share shall be equal to the ratio of the assessed valuation of the members unit of local government to the total assessed valuation of all members unit of local government. 2. New member's first year annual fees: If, at a date after budget approval, another unit of local government is admitted as a member of DU -COMM, the new member shall share the authorized development costs for all common systems. The Executive Committee shall decide the amount to be contributed by the new member according to the provisions of DU- COMM's policy then in effect. Any new capital or development costs to DU -COMM, caused by the admission of the new member to DU -COMM shall be the exclusive cost of and be paid by the new member. As amended, December 7, 2010 13 C. Nothing in Section A or B of this Article shall prevent the DU -COMM Board of Directors from assessing a fee to each DU -COMM member based upon the actual cost of approved purchases of capital items and /or services associated with capital items apart from each member agency's previously approved share. The apportionment of the actual cost shall be based on the member's use of the capital purchase or service. D. Individual DU -COMM members may request DU -COMM to provide goods and services over and above the basic communication services. The cost of these goods and services shall be billed directly to the member agency apart from the agency's budgetary share. Goods shall be billed at the actual cost to DU -COMM while additional services will be billed at a price to be negotiated between DU -COMM and the member agency. DU- COMM may require a contract for services relative to the provision of these additional services. E. Each members' annual contribution shall be established by DU- COMM's budget according to the method started in DU- COMM's Policy and Procedures and may not be increased without specific approval of the corporate authorities of each participant. Written objections to such contribution filed with DU -COMM within thirty (30) days of receipt of the approved budget shall be deemed such members' notice of withdrawal in accordance with Article VII of these Bylaws. F. Periodic Payments: Charges shall be paid quarterly by the first of the following months: May, August, November and February. Any participant that does not pay its charges within thirty (30) days after the date due shall not be permitted to vote at meetings of the Board of Directors, Executive Committee and the Chiefs' Operations Committee until payment is made. Any payment made to DU -COMM will be applied to member requested goods, services, and contracts first, and then to dispatch services. Invoices for goods, services, or contracts . will be issued on a monthly basis. G. Each member shall take all action required to authorize the expenditure of funds of the unit of local government that are necessary to meet its obligations under these Bylaws As amended, December 7, 2010 14 ARTICLE VI — ASSETS, LIABILITIES, AND INDEMNIFICATION A. DU -COMM may purchase, own and rent or lease, such real and personal property, including, land, buildings, equipment, furniture and fixtures, that are necessary or convenient for it to fulfill its purpose. B. All property, real and personal, acquired by DU -COMM shall be owned in common by the parties to the Joint Public Safety Communications Systems Agreement unless otherwise specified in a writing signed by all members. C. Unless otherwise provided by individual contracts, each member participant of DU -COMM shall be liable for the debts and liabilities of DU- COMM only for the authorized charges then owed by that member participant. Persons or companies contracting with DU -COMM cannot rely upon the assets of any member participant beyond the charges or single current annual contribution amount previously agreed to by that member participant under the then current budget. D. Each member indemnifies and holds harmless all other members for all losses, costs, expenses, liabilities, causes of action and actions, more than its proportionate liability, against it that may be imposed upon such other party. E. Each member of the Board of Directors, Executive Committee and Chiefs' Operations Committee serves in that capacity as an agent for the member. F. DU -COMM has the power to purchase and maintain a policy of insurance, containing coverage commonly known as Errors and Omissions, on behalf of any person who is an employee or agent of DU -COMM, so long as such insurance is available and is economically feasible. ARTICLE VII —WITHDRAWAL, TERMINATION, AND DISSOLUTION A. After the first year of membership in DU -COMM, any member may withdraw from membership in DU -COMM by giving written notice of withdrawal to DU -COMM, c/o the Executive Director, 600 Wall Street, Glendale Heights, IL 60139 -1900, or such other location where DU- COMM then maintains the office of its Executive Director. Each of the following acts shall also constitute notice of withdrawal: 1. Nonpayment of cost sharing charges as set forth herein; or, As amended, December 7, 2010 15 The refusal or declination of any participant to be bound by any of its obligations under these Bylaws or set by the Board of Directors, Executive Committee, or Chiefs' Operations Committee. B. Conditions of withdrawal; 1. Withdrawal shall not be effective until ninety (90) days after the date of notice. 2. After notice of withdrawal, the withdrawing member participant shall continue to be responsible for: a. Payment of 100% of its pro -rata share of DU- COMM's liabilities and debt obligations existing on the date of withdrawal; Payment of its share of operational costs through the effective date of its withdrawal; c. Continuing compliance with any contractual obligations it has separately signed with DU -COMM; and d. The prompt return of all DU- COMM's assets and equipment in its possession. If its withdrawal results in termination of the Joint Public Safety Communications Agreement, then the withdrawing member participant shall participate in the termination of this contract as set forth in Article VII, Section C of these Bylaws. C. If the withdrawal of a member participant reduces the number of remaining member participants to less than that required to keep DU -COMM operational or if two- thirds (2/3) of the member participants vote to dissolve DU -COMM, then the Joint Public Safety Communications Agreement shall terminate and DU -COMM as an entity shall be dissolved. Upon dissolution, and after the payment of all debts, all assets or liabilities of DU -COMM shall be proportionately distributed among the members who had participated in DU -COMM for more than one (1) year before the mandatory dissolution. The proportion a member receives is the ratio of its payments for the preceding five (5) years to the total payments made by the members at dissolution during the five (5) years preceding dissolution. ARTICLE VIII - AMENDMENTS These Bylaws may be amended at a meeting of the Board of Directors by a two - thirds (2/3) vote of all directors if the proposed amendment was submitted in writing to all directors at least thirty (30) days before the meeting at which the proposed amendment is considered. As amended, December 7, 2010 16 ARTICLE IX - MEETINGS A. Except to the extent that these Bylaws or any rules adopted by the Board of Directors impose a stricter requirement, all meetings of the Board of Directors, the Executive Committee and the Chiefs' Operations Committee shall comply with the requirements of the Illinois Open Meetings Act 5 ILCS 120/1 at seq. All notices and agendas of public meetings shall be posted to DU- COMM's website. B. Unless inconsistent with these Bylaws, Robert's Rules of Order shall govern the conduct of all meetings of the Board of Directors, Executive Committee and Chiefs' Operations Committee. C. DU -COMM shall maintain and distribute copies of all minutes of the Board of Directors, Executive Committee and Chiefs' Operations Committee to each of the member agencies. As Adggted by the Board of Date As amended, December 7, 2010 17 JOINT PUBLIC SAFETY COMMUNICATIONS SYSTEM AGREEMENT THIS AGREEMENT, entered into on the effective date here- inafter set forth, by and between the local governments signa- tory hereto (and also those which may hereinafter become signa- tory hereto): W I T N E S S E T H: WHEREAS, the signatories hereto have determined that there is a need by local governments within Northeastern Illinois for a centralized public safety communications system; and WHEREAS, it has been determined by such signatories that public safety communications is of value on an individual and mutual basis; and WHEREAS, a centralized public safety communications system can adequately serve the needs of all of such signatories; and WHEREAS, Article VII, Section 10 of the 1970 Consititution of the State of Illinois authorizes joint exerciseby two or more local governments of any power common to them; and WHEREAS, it is the desire of the signatories hereto to jointly provide for and maintain a centralized public safety com- munications system for their mutual advantage and concern; NOW THEREFORE, FOR AND IN CONSIDERATION OF THE PREMISES, THE MUTUAL ADVANTAGES TO BE DERIVED THEREFROM AND IN CONSIDERA- TION OF THE MUTUAL COVENANTS HEREIN CONTAINED, IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: 1. Venture Established. Pursuant to the joint powers authorization of the Illinois Constitution, the undersigned do hereby federate together in a co- operative venture for the joint and mutual operation of a centralized public safety communications system, to be known as "DuPage Public Safety Communications" (hereinafter designated as Du -Comm) which shall consist of all of the local governments signatory hereto (and also those local governments which may hereinafter become signatory hereto). 2. By -Laws. DU -COMM shall be subject to and shall be governed by these certain By -Laws, a copy of which is attached hereto as Exhibit "A" and by this reference made a part of this agreement, together with any amendments which may be made to said By -Laws in the manner and means therein set forth. 3. DU -COMM Participation. Each local government to this joint public safety communications system (and each local govern- ment which may hereafter sign, after approval as required by the By -Laws, provided such local governments are elegible to partici- pate pursuant to said By -Laws) is a member of DU -COMM and is entitled to the rights and privileges and is subject to the obli- gations of membership, all as provided in said By -Laws. -2- 4. Termination. Any party to this Agreement may cease to be a party hereto and may withdraw from participation in DU -COMM in the manner and means set forth in said By -Laws. 5. Powers of the System. DU -COMM Shall have the power in its own name, to make and enter into contracts, to employ agents and employees, to acquire, hold and dispose of property, real and personal, and to incur debts, liabilities or obli- gations necessary for the accomplishment of its purposes, but no such contract, employment, purchase, debt, liability, or obligation shall be binding upon or obligate any member except as authorized by the attached By -Laws. DU -COMM shall not have the power to eminent domain or the power to levy taxes. 6. Amendment. This Agreement may not be amended, except by written agreement and resolution of all the then parties to it, provided, however, the By -Laws attached hereto as Exhibit "A" may be amended from time to time by the method and means provided herein. 7. Duration. This Agreement and DU -COMM shall continue in effect until rescinded by consent of two - thirds of the then parties or until terminated in the manner provided in said By -Laws. Upon such termination, the assets remaining shall be disposed of in the manner set forth in said By -taws. S. Ordinance Authorizing. Prior to execution of this Agreement, each member shall deliver to the other a certified copy of an Ordinance authorizing and directing the execution of this Agreement. -3- 9. Effective Date. This Agreement shall become effective when signed by the last of the Village of Bartlett, the Village of Carol Stream, the City of Elmhurst, the Village of Glen Ellyn, the Village of Glendale Heights, the Village of Lombard, and the Village of Villa Park. IN WITNESS WHEREOF, the undersigned local governments have set their signatures on the respective dates set forth below. This document may be signed in duplicate originals. VILLAGE F BARTLE, B _�• ATTEST: Date: /1-2 U, / % %J--� VILLAGG OF CAROL STREAM ATTEST: �y Date: �� CI4 BY: ATTEST: Date: - /° .23 -) 5 VILLAGE OF GLEN EL(�LYN BY:�� nfT1a of l . 7i n not ATTEST: �L Date: 9.1 VILLAG OF GLEND EIG$T BY: ATTEST: te: VILLAGE OF • • ATTEST: DATE: CITY OF WHEATON KA � OOW aP ATTEST: c� DATE: y ¢ y PAUL NETZEL Mayor ANNE STOCKTON City Clerk A. MILTON SAUER City Treasurer CITY P.1 DuPegy CAGO 60186 )293-2200 SIGNATURE PAGE TO MASTER INTERGOVERNMENTAL AGREEMENT WITH DU —COMM CITY OF WEST CHICAGO BY ATTEST DATE OF ORDINANCE I� J. DONALD FOSTER City Administrator ADDISON FIRE PROTECTION DISTRICT BY: fiVr W�¢ ATTEST: Date: ATTEST: VILLAGE OF ROSELLE / zi WOODRIDGE POLICE DEPARTMENT ATTEST: Date: GO _ 9- V EXHIBIT "A" ATTEST: aU /D EXHIBIT A JOINT PUBLIC SAFETY COMMUNICATIONS SYSTEM AGREEMENT Village of lisle Ordinance Na 2010.4346 ATTEST: Timothy J. Seeden, Village Clerk By: ATTES Seartaif6fle Board of Trustees Date: October 20, 2010 Darien - Woodridge rite Protection District, an Illinois municipal corporation, DuPage Countv. Illinois Village of Oak Brook 1200 Oak Brook Road . Oak Brook, Illinois 60523 -2255 (630) 368.5000 • Facsimile (630) 368 -5045 SIGNATURE PAGE TO MASTER INTERGOVERNMENTAL AGREEMENT WITH THE DUPAGE PUBLIC SAFETY COMMUNICATION COOPERATIVE (DUCOMM) ATTEST: Charlotte K. Pruss Date of Resolution: October 25. 2011 OF OA7OOK� Copal G. Lalmalani, Village President