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Home My WebLink About11/5/2009 - Adopted Board RecordsATA SPECIAL, JOINT MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA, HELD AT THE VINTON WAR MEMORIAL, 814 EAST WASHINGTON AVENUE, VINTON, VIRGINIA ON THURSDAY, NOVEMBER 5, 2009 RESOLUTION 110509-1 REORGANIZING THE WESTERN VIRGINIA WATER AUTHORITY (THE "AUTHORITY") AND PROVIDING THAT FRANKLIN COUNTY, VIRGINIA JOIN THE AUTHORITY IN ACCORDANCE WITH VIRGINIA CODE §15.2-5112. WHEREAS, the City Council of the City of Roanoke, Virginia (the "City"} and the Boards of Supervisors of Franklin and Roanoke Counties, Virginia (the "Counties") have determined concurrently that it is in the best interests of the citizens of the City and the Counties that Franklin County join and become a member of the Western Virginia Water Authority pursuant to the provisions of the Virginia Water and Waste Authorities Act, Chapter 51, Title 15.2 of the 1950 Code of Virginia, as amended ("the Act"}, and have expressed their desire to do so by the adoption of concurrent resolutions, and a public hearing has been held in accordance with the requirements of §15.2-5104 of the Act. NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of Roanoke County, Virginia as follows: 1. Approval of the Amended and Restated Articles of Incorporation. The Board of Supervisors hereby determines that it is in the best interests of the citizens of Roanoke County that Franklin County join and become a member of the Western Virginia Water Authority and authorizes and directs the Chairman and the Secretary of the Board of Supervisors to execute and deliver the Articles of Incorporation of the Western Virginia Water Authority contained in Section 4 of this Resolution. 2. Appointment and Confirmation of Members. Roanoke County shall appoint three members to the Authority for four year terms with the exception that the Page 1 of 6 following members shall have the following terms of ofi~ice which shall be deemed to begin upon the issuance of a certificate of joinder by the State Corporation Commission. The County hereby appoints the following persons to serve the following terms on the Board of the Authority: Name H.Odell "Fuzzy" Minnix R. Grayson Goldsmith Donald L. Davis Address 3314 Kenwick Trail Roanoke, Virginia 24018 5672 Yellow Mountain Road Roanoke, Virginia 24014 1031 Halliahurst Avenue Vinton, Virginia 24179 Term of Office beginning ending July 1, 2008 June 30, 2012 December 1, 2007 June 30, 2011 July 1, 2006 June 30, 2010 3. Reorganization of the Authority. The Western Virginia Water Authority ("the Authority") is hereby reorganized in accordance with the terms of the following Amended and Restated Articles of Incorporation. 4. Amended and Restated Articles of Incorporation. The Board of Supervisors does hereby FIND as a matter of fact that inclusion in the Amended and Restated Articles of Incorporation of the Authority of preliminary estimates of capital costs, proposals for specific projects to be undertaken by the Authority, and preliminary estimates of initial rates for such services is impracticable. The Articles of Incorporation of the Western Virginia Water Authority are hereby amended and restated as follows: AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE WESTERN VIRGINIA WATER AUTHORITY The Board of Supervisors of Roanoke County, Virginia, the City Council of the City of Roanoke, Virginia and the Board of Supervisors of Franklin County, Virginia as well as the Board of Directors of the Western Virginia Water Authority, have by concurrent resolutions adopted the following Amended and Restated Articles of Page 2 of 6 Incorporation of the Western Virginia Water Authority, pursuant to the Virginia Water and Waste Authorities Act (Chapter 51, Title 15.2 of the 1950 Code of Virginia, as amended) ("Act"). ARTICLE I The name of the Authority shall be the Western Virginia Water Authority and the address of its principal office is 601 South Jefferson Street, Roanoke, Virginia 24011. ARTICLE II The names of the political subdivisions participating in the Authority are Roanoke County, Virginia, the City of Roanoke, Virginia, and Franklin County, Virginia (the "Localities"), each of which hereby acknowledges, covenants, and agrees that these Amended and Restated Articles of Incorporation shall not be further amended or changed without the express agreement of each of the governing bodies of each of the Localities. None of the following actions shall be taken or permitted to occur by the Board of the Authority without the affirmative vote of a majority of the members from the City of Roanoke and Roanoke County: (1) The inclusion of additional political subdivisions in the Authority; and (2) Additional agreement with other political subdivisions, entities, or persons, for the bulk sale of surplus water or for the acceptance and treatment of waste water. ARTICLE III The Board of the Authority shall consist of seven members. The names, addresses, and terms of office of the initial members of the reconstituted Board of the Western Virginia Water Authority are as follows Page 3 of 6 Name Address John P. Bradshaw, Jr. 3132 Burnleigh Road, SW Roanoke, Virginia 24014 Donald L. Davis 1031 Halliahurst Avenue Vinton, Virginia 24179 Marc Fink Fink's Jewelers 3545 Electric Road, SW Roanoke, Virginia 24018 R. Grayson Goldsmith Valley Bank 36 Church Avenue Roanoke, Virginia 24001 Shirley B. Holland 161 Lila Lane Boones Mill, Virginia 24065 Robert C. Lawson, Jr. 2705 Longview Avenue, SW Roanoke, Virginia 24014 H. Odell "Fuzzy" Minnix 3314 Kenwick Trail Roanoke, Virginia 24018 July 1, 2008 July 1, 2008 June 30, 2012 June 30, 2012 Upon the expiration or vacation of the following terms of office, the governing body of each participating political subdivision shall appoint the number of members set forth opposite its name below: Roanoke County -Three, for four year terms City of Roanoke -Three, for four year terms Franklin County -One, for a four year term The governing body of each of the Localities shall be empowered to remove at any time, without cause, any member appointed by it and to appoint a successor member to fill the unexpired portion of the removed member's term. Each Board member shall be reimbursed by the Authority for the amount of actual expenses incurred in the performance of Authority duties. Term of Office beginning ending July 1, 2009 June 30, 2010 July 1, 2006 June 30, 2010 July 1, 2007 June 30, 2011 December 1, 2007 June 30, 2011 November 5, 2009 June 30, 2013 Page 4 of 6 ARTICLE IV The purposes for which the Authority is being reorganized are to exercise all the powers granted to the Authority to acquire, finance, construct, operate, manage and maintain water, waste water, sewage disposal and storm water control systems and related facilities pursuant to the Act. The Authority shall have all of the rights, powers, and duties of an authority under the Act. It is not practicable to set forth herein information regarding preliminary estimates of capital costs, proposals for specific projects to be undertaken, or initial rates for services of the proposed projects. ARTICLE V The Authority shall serve Roanoke County, the City of Roanoke, and Franklin County, Virginia, and, to the extent permitted by the Act and the terms of these Articles, such other public or private entities as the Authority may determine upon the terms and conditions established pursuant to appropriate contracts, either within or without Roanoke County, the City of Roanoke, or Franklin County, Virginia. ARTICLE VI The Authority shall cause an annual audit of its books and records to be made by an independent certified public accountant at the end of each fiscal year and a certified copy thereof to be filed promptly with the governing body of each of the incorporating political subdivisions. IN WITNESS WHEREOF the Board of Supervisors of Roanoke County, the City Council of the City of Roanoke, Virginia, and the Board of Supervisors of Franklin County, Virginia, and the Board of Directors of the Western Virginia Water Authority Page 5 of 6 have caused these Amended and Restated Articles of Incorporation to be executed in their respective names, and their respective seals have been affixed hereto and attested by the respective secretaries and clerks of each. 5. Action to Be Taken. The appropriate officers of Roanoke County shall take all action necessary or convenient to file and otherwise cause the Amended and Restated Articles of Incorporation to become effective. 6. Effective immediately. This resolution shall take effect immediately upon its adoption. On motion of Supervisor Flora to adopt the joint resolution, and carried by the following recorded vote: AYES: Supervisors McNamara, Moore, Flora NAYS: None ABSTAIN: Chairman Altizer ABSENT: Supervisor Church A COPY TESTE: Becky R. M or Clerk to the Board of Supervisors Page 6 of 6