§ 102-675. Management of the joint venture.

(a)

Generally. The decision-making body of the joint venture shall be a management commission.

(b)

Management commission. There shall be a management commission of the joint venture (the "commission"), which shall consist of seven members, three from Atlanta and three from Fulton County, with each member having one vote. Membership shall include: the Mayor of Atlanta, the President of the City Council of Atlanta, and one councilmember appointed by the president of the city council and approved by the mayor; the Chairperson of the Fulton County board of commissioners and two commissioners selected by the Fulton County board of commissioners; and one person employed by neither Atlanta nor Fulton County who shall be known as the "independent member" of the commission. Said independent member shall be elected by vote of the other members to a term of two years, with the ability to serve successive terms, and shall at all times be a resident of Fulton County or forfeit membership. Officials of Atlanta and Fulton County who are members of the commission shall serve without compensation. Should any of the members representing the respective parties die, become disabled, resign or for any reason cease to be connected with the governmental entity which appointed him or her, the appointing party shall promptly, by written notice served upon the other party, name his or her successor. Upon the resignation or inability of the independent member to complete a term, the other members shall elect a new independent member to a full term.

(c)

Commission meetings. The first meeting of the commission shall be prior to July 1, 1986, on a date agreed upon by the Mayor of Atlanta and the Chairperson of the Fulton County Commission. At the first meeting, a temporary chairperson shall be elected, and nominations submitted for an independent member. An organizational meeting of the commission at which the independent member shall be elected shall be convened by the temporary chairperson as soon as is practicable following the first meeting. Thereafter, the commission shall meet at a minimum within February, May, August and November of each year and at such times as the commission shall determine for consultation and transaction of the commission's business. Special meetings may be called by the chairperson or by any three members of the commission upon ten days' written notice.

(d)

Conduct of meetings. No action shall be taken unless approved by a majority of members present and voting, except as hereinafter provided. A quorum of five members of the commission shall be required to conduct the business of the joint venture. In the event that the vote of the commission upon any proposition should result in a tie, then such proposition shall be submitted in writing to the members following the meeting at which the vote was taken. Said members shall record their votes in writing and mail same to the chairperson within five days of receipt of the proposition. If such balloting still results in a tie, then such proposition shall be submitted to the Senior Judge of the Fulton County Superior Court, who shall refer the proposition to any disinterested person whom said judge may deem qualified to decide such proposition and the decision of said person to whom said judge refers said proposition shall be final and conclusive on the commission.

(e)

Officers. The commission shall elect from among its members a chairperson, one or more vice chairpersons, a secretary and a treasurer. The office of secretary and treasurer may be combined. The commission may also elect an assistant treasurer who need not be a member of the commission. The treasurer and any assistant treasurer shall be bonded, at the expense of the joint venture, in such amount as the commission shall determine.

(f)

Committees. The commission shall appoint an advisory committee composed of no more than four staff members from Atlanta and no more than four staff members from Fulton County. The advisory committee shall attend all meetings of the commission and provide advice and consultation to the commission. The commission may appoint such committees as it may determine from its membership or from the professional staff of each joint venturer and from the personnel of its consulting engineers to assist it in the performance of its duties, and prescribe the purpose, responsibilities, duties and procedures of such committees and the times of meeting.

(g)

Powers of the commission generally. As agent for the joint venturers, the commission shall have the following powers and duties:

(1)

To formulate the plans for the acquisition of sites and all necessary easements for the facilities; to formulate developmental plans, including engineering, construction and financing plans, for the construction and use of the facilities.

(2)

To contract with either joint venturer or a private entity for the operation of the facilities.

(3)

To select a general manager as provided hereafter.

(4)

To establish, review, update and implement plans and procedures for such orderly additions and improvements to the facilities as are necessary to carry out the purposes of the joint venturers.

(5)

To make long-range plans for additional joint efforts in utilization and management of water resources.

(6)

To establish the policies and procedures for the operation and maintenance of the facilities.

(7)

To establish the cost allocation to be charged for the water delivered to the respective distribution systems of Atlanta and Fulton County, based upon metered water flows and finished water pumping costs.

(8)

To apply for and hold the necessary state permits, to be issued independently to and in the name of Atlanta and Fulton County.

(9)

To apportion any annual deficits from operations to Atlanta and Fulton County in proportion to the amount of water delivered from the facilities to each.

(10)

To develop financial plans and procedures to ensure efficient operation of the facilities.

(11)

To submit an annual budget which includes personnel positions, classifications and salary ranges, and an emergency reserve by September 15 of each year to Atlanta and Fulton County for approval. An amended budget may be submitted from time to time to Atlanta and Fulton County for approval.

(12)

To coordinate operation of the facilities with the operation of the Atlanta and the Fulton County water systems.

(13)

To contract for goods and services, subject to the following limitations:

a.

The funds for such goods and services are available to the commission in line item appropriations of the budget approved by Atlanta and Fulton County.

b.

Such contracts or purchases do not exceed $50,000.00, except that contracts exceeding that amount are hereby authorized (1) for goods or services for which the entity providing same is listed by name in the budget approved by Atlanta and Fulton County or (2) when the chairperson of the commission certifies that emergency circumstances exist and that failure to contract for goods or services to correct such circumstances would result in the loss of operations of the facilities and that insufficient time is available to secure specific approval of the contract by Atlanta and Fulton County.

c.

Such contracts are made pursuant to purchasing and minority participation procedures as determined by the commission.

(14)

Regardless of the amount and when authorized by Atlanta and Fulton County to execute all contracts that are reasonable and necessary for the construction of the facilities, including professional and consultant contracts, provided that the funds for same are available to the commission in specific line items appropriations of the budget approved by Atlanta and Fulton County.

(15)

Without limiting the generality of the above and when authorized by Atlanta and Fulton County, to contract for, acquire and hold, lease and dispose of real and personal property of every kind and character for its corporate purposes in the joint name of Atlanta and Fulton County pursuant to this agreement as contained in subsection (g)(14) of this section.

(16)

To undertake such other responsibilities as shall be agreed upon from time to time by Atlanta and Fulton County.

(h)

Records; certain actions require approval. Subject to the provisions of this agreement, the commission shall determine the procedures and methods by which it will act, and shall cause its actions to be recorded in books kept for that purpose. No action of the commission related to the following responsibilities shall be taken unless approved at a regularly scheduled quarterly meeting, or unless approved by a majority of those voting at a meeting at which all members of the commission are present, or unless approved at a meeting which has been duly called on ten days' notice and a quorum is present:

(1)

The establishment of compensation, within the range established in the approved budget, and employment of a general manager.

(2)

The establishment of compensation, within the limits established in the approved budget, and the authorization of contracts for the services of consulting and design engineers.

(3)

The establishment of compensation, within the limits established in the approved budget, and the authorization of contracts for the services of any consultant.

(4)

The establishment of policies for the operation and maintenance of the facilities.

(5)

The establishment of the cost allocation for water delivered to the respective water distribution systems of Atlanta and Fulton County, on the basis of metered water flows.

(6)

The selection of an outside certified public accountant to conduct the annual audits of the joint venture.

(i)

Prohibited actions. The commission is hereby expressly prohibited from performing the following acts, which are understood and agreed to be authorized only through legislation adopted by Atlanta and Fulton County:

(1)

Execution of contracts and contract amendments having a cost exceeding $50,000.00 unless otherwise provided for in subsection (g)(13), (14) or (15) of this section.

(2)

Application for and acceptance of loans or grants-in-aid unless otherwise authorized by legislation adopted by Atlanta and Fulton County.

(3)

Increasing the overall annual operating and capital budgets.

(4)

Incurring any liability in excess of the amount appropriated in the operating and capital budgets unless otherwise provided for by legislation adopted by Atlanta and Fulton County.

(Res. of 5-28-86, § 3.2)