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     Bay Area Storm Water Authority

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 Bylaws

These Articles of Incorporation (the "Articles") are adopted by the incorporating municipalities for the purpose of creating an authority under the provisions of Act No. 233, Michigan Public Acts of 1955, as amended, MCLA 124.281 et seq. (the "Enabling Act"). If, for any reason the authority created by these Articles of Incorporation is found not to be created under the provisions of the Enabling Act, then this authority shall be deemed to be a voluntary association of municipalities created for the purposes stated under Article III below and to which all of its member municipalities shall have the rights and obligations created by becoming a member.

The name of the Authority is "Bay Area Storm Water Authority" ("Authority"). The registered office of the Authority shall be located at 515 Center Avenue, Ste 601, Bay City, MI 48708-5127, or at such other future location or locations as designated by the Authority’s Board of Trustees (the "Board"), from time to time.

The municipal corporations creating this Authority are as follows:

Bangor Charter Township

Bay County Road Commission

Bay County

City of Bay City

City of Essexville

Frankenlust Township

Fraser Township

Kawkawlin Township

Hampton Charter Township

Monitor Charter Township

Portsmouth Charter Township

all of which are hereby designated as the Incorporating Municipalities. The Incorporating Municipalities, together with new Member Municipalities which are admitted under Article XX, shall constitute the "Member Municipalities" or "Members".

The purpose of the Authority is to provide its Member Municipalities with assistance in maintaining compliance with the laws and regulations of the United States and the State of Michigan which pertain to the regulation of storm water discharges, including by way of illustration, but not exclusion, the following:

1. Compliance with the Phase II Storm Water Regulations published by the United States Environmental Protection Agency in the Federal Register on December 8, 1999, as amended from time to time;

2. Provide public education and outreach regarding the impacts of polluted storm water runoff discharges;

3. Provide public participation and involvement in the implementation and development of storm water discharge permits and programs;

4. Assist member municipalities in the detection and elimination of illicit discharges of storm water;

5. Establish uniform standards, rules, regulations, policies, and procedures for erosion and sediment control, all in accordance with the Enabling Act.

The Authority shall be a body corporate with power to sue or to be sued in any court of this state. It shall be comprised of the territory lying within the corporate boundaries of its Member Municipalit ies. It shall possess only those powers set f orth in the Enabling Act which are necessary to carry out the purposes of its incorporation, and those incident thereto. The enumeration of any powers in these Articles or in the Enabling Act shall not be construed as a limitation upon its general powers unless the context shall clearly indicate otherwise. Provided, the Authority shall not have the power or authority to issue bonds.

The Authority may have a corporate seal in a form approved by the Board of Trustees.

The Authority shall continue in existence perpetually or until dissolved by a vote of two thirds (2/3) of the Members or by law. The Authority shall not, however, be dissolved if such dissolution would or could operate as an impairment of any contracts of the Authority.

A. Board Membership. The governing body of the Authority shall be the Board of Trustees ("Board"). Each Member Municipality shall appoint one voting representative ("Trustee") for the term stated in subparagraph B below. Each Trustee shall have one vote on the Board.

B. Term of Office. Members of the first Board shall be appointed within thirty days after these Articles become effective, and their terms shall be staggered and expire on December 31 of the years as follows:

Bangor Charter Township 2005

Bay County Road Commission 2006

Bay County 2007

City of Bay City 2008

City of Essexville 2005

Frankenlust Township 2006

Fraser Township 2007

Kawkawlin Township 2008

Hampton Charter Township 2005

Monitor Charter Townsh ip 2006

Portsmouth Charter Township 2007

Following the initial term of office, the term of each Trustee appointed by a Member Municipality shall be for a term of four (4) years and shall commence on January 1 immediately following the expiration of the term of the Trustee appointed by such Member Municipality.

C. Alternat e Trustee. Each Member Municipality shall also appoint an alternate Trustee for a term commensurate with the term of that Member Municipality’s primary Trustee. An alternate Trustee may attend meetings of the Board but may vote only in the absence of the Trustee appointed by the alternate' s respective Member Municipality.

D. Oath and Compensation. Each Trustee and alternate Trustee shall file an oath of office with the Clerk of the Member Municipality from which the Trustee is appointed. Trustees and alternate Trustees shall serve without compensation, but the Board may by majority vote of its total membership authorize payment of actual expenses incurred by any Trustee in connection with the business of the Authority.

E. Selection of Officers. The members of the first Board shall qualify by filing their oaths of office and shall meet for the purpose of organization within forty-five days after the effective date of these Articles. At its first organizational meeting, and thereafter annually at a regular meeting held in the last month of each fiscal year, the Board shall select a Chair and Vice Chair, who shall be members of the Board, and a Secretary and a Treasurer who may, but need not, be members of the Board. The offices of Secretary and Treasurer may, but need not, be combined and held by one person. Such officers shall serve until their respective successors shall be selected and qualified. Failure to hold meetings or appoint or select Trustees or officers as herein provided shall not render invalid any action taken by the Board or its officers. No appointment of any Trustee or election of any officer, and no action taken at any meeting shall be invalid because it did not occur within or at the time specified in these Articles or the Bylaws.

F. Removal and Resignation of Trustee. A Trustee or alternate Trustee may be removed at any time by the Member Municipality which appointed the Trustee. Any officer of the Board may be removed as an officer at any time by majority vote of the total membership of the Board. A Trustee may resign by providing written notice to the Chair and Secretary of such resignation. An officer other than the Chair may resign from an office by providing written notice to the Chair of such resignation. The Chair may resign by providing written notice to the Secretary.

In the event of a vacancy on the Board, the legislative body of the Member Municipality which appointed the Trustee or alternate Trustee whose position has become vacant shall fill the vacancy for the unexpired term. In the event of a vacancy in an office of the Board, such vacancy shall be filled by the Board for the unexpired term. In case of the temporary absence or disability of any officer, the Board may appoint some person temporarily to act in the officer's place except that in the event of the temporary absence or disability of the Chair, the Vice-Chair shall so act.

A. Regular and Special Meetings. All meetings of the Board shall be held in compliance with the Open Meetings Act, Act 267 of 1976, MCL 15.261 et seq., as amended. All meetings of the Board shall be held in a place available to the general public and public notice of meetings of the Board shall be posted in accordance with the requirements of the Open Meetings Act. Regular meetings of the Board shall be held at such time and place as determined by the Board. Special meetings of the Board may be called by the Chair or one-third of the total Trustees, by posting written notice of the date, time, an d place of the meeting at the Authority’s principal office at least 18 hours prior to the meeting.

B. Quorum. At least a majority of the members of the Board shall be required to constitute a quorum. The Board shall act by motion, resolution, or regulation. All actions of the Board, except as otherwise provided elsewhere in these Articles of Incorporation, shall be by affirmative vote of a majority of the members of the Board.

C. Bylaws. The Board shall have the right from time to time to adopt and amend Bylaws governing the Board's procedure. The Bylaws shall not conflict with the terms of any statute, the Enabling Act, or with these Articles. The Board shall keep a journal of its proceedings, which shall be signed by the Secretary. All votes shall be "Yeas" and "Nays." Each Trustee in attendance shall be required to vote upon all matters unless the Trustee shall be disqualified because of a conflict of interest.

A. Chair and Vice Chair. The Chair of the Board shall be the presiding officer thereof. In the absence or disability of the Chair, the Vice Chair shall perform the duties of the Chair.

B. Secretary. The Secretary shall be the recording officer of the Board, and shall keep and maintain books, records, and accounts of the Authority's business and affairs and shall keep minutes of the meetings of the Board.

C. Treasurer. The Treasurer shall be custodian of the funds of the Authority and shall file a bond conditioned upon the faithful performance of the duties of the office of Treasurer. The cost of the bond shall be paid by the Authority.

The officers of the Board shall have such other powers and duties as maybe conferred upon them by the Board, and as provided in the Bylaws.

D. Budget. The Board shall, at least 45 days prior to the end of each fiscal year, prepare, adopt and file with the legislative bodies of the Member Municipalities, an annual budget for the next fiscal year covering the proposed expenditures to be made for the organization and operation of the Authority. The annual budget shall comply with all applicable laws, rules and regulations. The formula which is used for the apportionment of operational costs shall be reviewed annually by the Board. The annual budget shall set forth the necessary funds required from each Member Municipali ty for the next fiscal year.

Administrative costs related to the operation of the Authority shall be shared equally by each of its members. Costs related to the Illicit Discharge Elimination Program ("IDEP") shall be solely borne by the member responsible for the IDEP in its jurisdiction.

All other costs related to activities defined in Article III (Purpose), except the IDEP, and that are undertaken by the Authority shall be assessed to each member on the basis of direct benefit to the member’s jurisdiction.

The Authority shall not assess any individual member more than twenty-five percent (25%) of the cost of any activity defined in Article III, except the IDEP, that the Authority undertakes unless the member otherwise responsible for those costs agrees in writing to pay the costs greater than 25% of the total cost of the activity.

E. Committees. The Board, by resolution adopted by a majority of the total number of Trustees, may from time to time designate from among its members an executive committee and such other committees, and alternate members thereof, as they deem desirable, each consisting of three (3) or more members, with such powers and authority (to the extent permitted by law and the Articles of the Authority) as may be provid ed by such resolution. Each such committee shall serve at the pleasure of the Board. At all meetings of a committee, the presence of a majority of the members of the committee shall be necessary to constitute a quorum for the transaction of business, except as otherwise provided in said resolution or by these By-Laws. All committee meetings shall be held in compliance with the Open Meetings Act.

F. Banking. All monies of the Authority shall be deposited in a bank or banks, to be designated by the Board, and all checks or other forms of withdrawals therefrom in any amount shall be signed by such officer or officers of the Board as shall be designated in the Bylaws or by resolution of the Board.

The Authority shall have the authority to acquire, hold, and dispose of real and personal property in the exercise of its powers and the performance of its duties under the Enabling Act.

The Authority may individually, or jointly with member municipalities, enter into contracts as authorized and provided in the Enabling Act.

The Board shall have power to secure all necessary services and to hire all necessary employees to carry out the functions of the Authority and to fix the compensation therefore.

The Authority may indemnify and defend any Trustee or officer against claims for injuries to persons or to property to the extent allowed by law, including, without limitation, MCL 691.1408. The Authority may defend any Trustee or officer against a criminal action to the extent allowed by law, including, without limitation, MCL 691.1408.

The Authority shall cause an annual audit to be made of its financial transactions by an independent certified public accountant and shall furnish at least five copies thereof to each Member Municipality.

The Articles or any amendments thereto, shall be published once in the Bay City Democrat & Bay County Legal News, a newspaper having general circulation within the territorial limits of the Authority. One printed copy of the Articles, certified with the date and place of publication, shall be filed with both the Michigan Secretary of State and the Clerk of the County of Bay within thirty (30) days after the execution thereof has been completed. The Secretary of the Authority is hereby designated as the person to cause the Articles to be published, certified, and filed. If the Secretary is unable to act or neglects to act, then a person designated by the Board, shall perform these duties.

The Authority shall become effective upon execution of these articles by all Incorporating Municipalities and completion of all procedures provided in Article XV. The effective date of subsequent amendments to these Articles of Incorporation shall be the date of filing of certified copies and publication of the Amendment as provided in Article XV.

Amendments may be made to the Articles of Incorporation if adopted by the legislative body of each Member Municipali ty. Any such amendment shall be indorsed, published, and certified printed copies filed, in the same manner as the original Articles of Incorporation, except that the printed copies shall be certified and filed by the Secretary of the Board.

Any municipality (as defined in Act 255 of 1955) may become a Member Municipality by amendment to the Articles of Incorporation adopted by the legislative body of such municipality and by the legislative body of each Member Municipality. Any such amendment shall be indorsed, published, and certified printed copies filed, in the same manner as the original Articles of Incorporation, except that the printed copies shall be certified and filed by the Secretary of the Board. The new member municipality shall appoint a trustee and alternate trustee, whose initial term shall be determined by the Board.

A Member Municipality may withdraw from the Authority at any time by filing with the Chair or Secretary of the Authority a resolution of withdrawal approved by its legislative body. However, such municipality will not be relieved of any contractual obligations assumed by the Municipality as the result of its membership in the Authority, including but not limited to its pledge of full faith and credit for the payment of any obligation.

The captions and bylines used in these Articles are for the convenience of reference only and in no way define, limit, or describe the scope or intent of these Articles.

Prepared by:

CLINE CLOSE DYER & GAMBRELL PLC

By: Daniel J. Cline (P33128)

4604 N. Saginaw Road, Suite C

Midland, Michigan 48640

(989 ) 832- 1770