A
SSOCIATED
N
EWSPAPERS OF
M
ICHIGAN
P
AGE
3
September 10, 2015
AMENDED
ARTICLES OF INCORPORATION
OF THE
DOWNRIVER UTILITY WASTEWATER AUTHORITY
These Articles of Incorporation are adopted by the incorporating municipal corpora-
tions for the purpose of creating and governing an Authority under the provisions of
Act 233, Public Acts of Michigan, 1955, as amended.
ARTICLE I
The name of this Authority is "Downriver Utility Wastewater Authority." The princi-
pal office of the Authority will be located at 25605 Northline, Taylor, MI, Wayne
County, Michigan 48180.
ARTICLE II
The names of the municipal corporations creating this Authority are: The City of
Allen Park, The City of Belleville, The Charter Township of Brownstown, The City
of Dearborn Heights, The City of Ecorse, The City of Lincoln Park, The City of River
Rouge, The City of Riverview, The City of Romulus, The City of Southgate, The City
of Taylor, The Charter Township of Van Buren and the City of Wyandotte, which are
hereby designated as the constituent municipalities. Lincoln Park was added as a
constituent municipality in June of 2015 by the adoption of these amended Articles of
Incorporation.
ARTICLE III
The purpose of this Authority will be to acquire, construct, finance, purchase, man-
age, administer, own, improve, enlarge, extend and operate or negotiate an agreement
with Wayne County or a private entity for the operation of a sewage disposal system,
particularly the Downriver Wastewater Treatment System (the "System") in accor-
dance with the authorization of Act 233, Public Acts of Michigan, 1955, as amended,
and in addition to all other powers granted by any charter or other statute. Further,
that it is the foremost purpose of this Authority to serve residents of the Townships
and Cities efficiently, economically, and to reduce costs where reasonably possible,
with a good quality and uniform system for wastewater collection and treatment that
will adequately serve their needs.
ARTICLE IV
This Authority is a body corporate with power to sue or to be sued in any court of this
State. It shall be comprised of the territory embraced within the corporate boundaries
of its constituent municipalities as set forth in Exhibit 2. It shall possess all of the
powers granted by statute now in effect or hereafter adopted or amended, and by these
Articles, and those incident thereto. The enumeration of any powers herein shall not
be construed as a limitation upon its general powers unless the context shall clearly
indicate otherwise. It shall have a corporate seal.
ARTICLE V
This Authority shall continue in existence perpetually or until dissolved by act of the
parties or by law: Provided, however, that it shall not be dissolved if such dissolution
would or could operate as an impairment of its bonds or of any of its contracts.
ARTICLE VI
The fiscal year of the Authority shall commence on the 1st day of January in each
year and end on the 31st day of December of that same year.
ARTICLE VII
The governing body of the Authority shall be a Commission consisting of thirteen
(13) members, which shall be made up of the Mayors or Supervisors of each con-
stituent municipality or their designees. Each constituent municipality shall also des-
ignate a member of its legislative body or other designee as an alternate
Commissioner, who shall exercise all powers of that municipality's Commissioner in
his or her absence or disability. Provided, however, that any designee must be either
an elected official or municipal employee for the community to be represented. Each
Commissioner shall qualify by taking the constitutional oath of office and filing it
with his or her respective City or Township Clerk. The alternate Commissioner shall
be designated by the legislative bodies of the constituent municipalities at the time of
the adoption of these Articles of Incorporation and shall thereafter also take the con-
stitutional oath of office. Successor alternate Commissioners shall be designated by
the legislative bodies of the respective constituent municipalities before the first day
of January after the election of the legislative body.
Each Commissioner shall qualify by taking the constitutional oath of office. and shall
meet for the annual organizational meeting held on the first business day of January
of each year or as otherwise set by the Commission. At such organizational meeting
the Commission shall select a Chair and Vice Chair, who shall be members of the
Commission, and a Secretary and a Treasurer, who may but need not be members of
the Commission. Such officers shall serve until the organizational meeting of the fol-
lowing year, or until their respective successors shall be selected and qualify. No
appointment to the Commission and no selection of an officer of the Commission
shall be deemed to be invalid because it was not made within or at the time specified
in these Articles. The Commissioners shall serve without compensation.
ARTICLE VIII
In the case of temporary absence or disability of any Commissioner, the alternate
Commissioner from that municipality shall act in his or her stead. In the event of a
vacancy in any office of the Commission, such vacancy shall be filled by the
Commission for the unexpired term. In case of the temporary absence or disability of
any officer, the Commission may appoint some person temporarily to act in his or her
stead except that in the event of the temporary absence or disability of the Chair, the
Vice Chair shall so act.
ARTICLE IX
Meetings of the Commission shall be held at such time and place as shall be pre-
scribed by resolution of the Commission and shall be open to the public. Special
meetings of the Commission may be called by the Chair or any two Commissioners,
by serving written notice of the time, place and purpose thereof, upon each
Commissioner, personally, by e-mail or by leaving it at his or her place of residence,
at least twenty-four hours prior to the time of such meeting, or by depositing same in
a United States Post Office or mail box within the geographic limits of the Authority,
at least seventy-two hours prior to the time of such meeting, enclosed in a sealed
envelope properly addressed to him or her at his or her home or office address, with
postage fully prepaid. Special meetings of the Commission at which all members are
present, or which all absent members receive notice, shall be deemed to be valid even
though no written notice thereof may be given as above specified.
ARTICLE X
A majority of the Commission (seven (7) members) shall be required for a quorum.
The Commission shall act by motion, resolution or ordinance. The Commission shall,
whenever possible, arrive at a consensus position on any matter coming before it,
without the need for a formal vote. Each Commissioner shall be entitled to one (1)
vote on all matters coming before the Authority except as provided below and provid-
ed further that in the event a constituent Municipality fails to timely pay its allocated
share of any financial obligation owed to the Authority or Wayne County (a
"default"), the Commissioner representing that constituent municipality shall lose the
right to vote on any issue coming before the Authority until the default is cured by
payment in full of the financial obligation. Provided, however, that if the constituent
municipality has a good faith dispute as to the amount of its financial obligation, has
paid the undisputed amount and has initiated the dispute resolution process adopted
by the Authority, as to the disputed amount, then it shall continue to be entitled to
vote during the proceeding of the dispute resolution process. Each matter coming
before the Commission shall be decided by a majority vote of the Commissioners
except as provided below.
The following issues shall require a vote of at least sixty-six (66%) percent of the
weighted vote as set forth in the attached Exhibit 1:
a. Amendment of the Bylaws or Rules and Regulations of the Authority.
b. Retention of independent contractors, management personnel, consultants, and/or
professionals, including accountants, attorneys and engineers.
c. Issuance of bonds.
d. Approval of services to non-constituent municipalities.
e. Execution of any contract wherein contractual payments are to be pledged as secu
rity for bonds.
f. Assumption of any financial obligations of any constituent municipality.
g. Approval of any contract for construction or repair which exceeds Five Hundred
Thousand ($500,000) Dollars.
Amendment of the Articles of Incorporation of the Authority shall require a unani-
mous vote.
ARTICLE XI
The Commission shall have the right to adopt rules and regulations for the use of any
facility used by it, adopt bylaws for the regulation of its affairs and the conduct of its
business which are not in conflict with the terms of any statute or of these Articles.
The Commission shall keep a journal of its proceedings. The Commission shall also
adopt an alternative dispute resolution procedure. The journal of its proceedings shall
be signed by the Chair. All votes shall be "yeas" and "nays", except that where the
vote is unanimous it shall only be necessary to so state. Each member shall be
required to vote on all matters unless he or she shall be disqualified therefrom. No
member may vote on any matters in which he or she has a personal or financial inter-
est.
ARTICLE XII
The Chair of the Commission shall be the presiding officer thereof. Except as herein
otherwise provided, he or she shall not have any executive or administrative functions
other than as a member of said Commission. In the absence or disability of the Chair,
the Vice Chair shall perform the duties of the Chair. The Secretary shall be the
recording officer of the Commission. The Treasurer shall be custodian of the funds, if
any, of the Authority and shall give to it a bond conditioned upon the faithful per-
formance of the duties of his or her office. The cost of said bond shall be paid by the
Authority. All monies shall be deposited in a bank or banks, to be designated by the
Commission, and all checks or other forms of withdrawal therefrom shall be signed
by the Treasurer and either the Chair or Vice-Chair of the Authority. The officers of
the Commission shall have such other powers and duties as may be conferred upon
them by the Commission.
In the event the Authority assumes exclusive control over management, administra-
tion, ownership and operation of the System, the Commission shall prepare, adopt,
and submit to each commissioner of the constituent municipalities an annual budget
covering the proposed expenditures to be made for the organizing and operation of
the Authority, and for the next fiscal year beginning January 1st, such budget to be
submitted on or before December 1st of the preceding fiscal year.
ARTICLE XIII
The Authority shall possess all the powers necessary to carry out the purposes thereof
and those incident thereto. It may acquire property by purchase, construction, lease,
gift, devise or condemnation, either within or without its corporate limits, and may
hold, manage, control, sell, exchange or lease such property. For the purpose of con-
demnation it may proceed under the provisions of Act 149, Public Acts of Michigan,
1911, as now or hereinafter amended, or any other appropriate statute.
ARTICLE XIV
The Authority and/or its constituent municipalities may enter into a contract or con-
tracts providing for the acquisition, purchase, construction, improvement, enlarge-
ment, extension, operation, management, administration and financing of a sewage
disposal system as authorized and provided in Act 233, Public Acts of Michigan,
1955, as amended. The Authority may enter into contracts with any non-constituent
municipality, as authorized and provided in said Act, for the furnishing of sewer serv-
ice from any facilities owned or operated by the Authority, which contract shall pro-
vide for reasonable charges or rates for such service furnished. No contracts shall be
for a period exceeding forty (40) years.
ARTICLE XV
For the purpose of obtaining funds for the acquisition, construction, improving,
enlarging or extending of a sewage disposal system, the Authority and/or its con-
stituent municipalities may, upon ordinance or resolution duly adopted by it, issue its
negotiable bonds, secured by the contractual full faith and credit pledges of each con-
tracting municipality, in accordance with and subject to the provisions of Act 233,
Public Acts of Michigan, 1955, as amended.
ARTICLE XVI
The Authority may issue self-liquidating revenue bonds in accordance with the provi-
sions of Act 94, Public Acts of Michigan, 1933, as amended, being Sections 141.101
to 141.139, inclusive, of the Compiled Laws of 1948, or any other act providing for
the issuance of revenue bonds, which bonds shall be payable solely from the revenues
of the sewage disposal. The charges specified in any contract or contracts securing
said bonds shall be subject to increase by the Authority at any time if necessary in
order to provide funds to meet its obligations. Any contract authorized herein shall be
for a period of not exceeding forty (40) years.
ARTICLE XVII
The Authority may employ such personnel and employees as it may consider desir-
able, and may retain from time to time the services of accountants, attorneys and
engineers, and fix the compensation therefore.
ARTICLE XVIII
The Authority shall cause an annual audit to be made of its financial transactions by a
certified public accountant and shall furnish at least seven (7) copies thereof to each
constituent municipality.
ARTICLE XIX
These Articles shall be published once in the following newspapers: The Eagle, The
Sunday Press and Guide and The News Herald, which newspapers have general circu-
lation within the limits of the Authority. One printed copy of such Articles of
Incorporation, certified as a true copy thereof, with the date and place of publication
shall be filed with both the Secretary of State and the County Clerk of the County of
Wayne within thirty (30) days after the execution thereof has been completed.
The Commission Secretary is hereby designated as the person to cause these Articles
to be published, certified and filed as aforesaid. In the event he shall be unable to act
or shall neglect to act, then the Attorney for the Commission shall act in his stead.
ARTICLE XX
This Authority, its Articles of Incorporation and any Amendment to the Articles of
Incorporation shall become effective upon the filing of certified copies of these docu-
ments, as provided in the preceding Article.
ARTICLE XXI
These Articles of Incorporation may be amended at any time so as to permit any other
municipality to become a constituent municipality of this Authority, if such amend-
ment to and the Articles of Incorporation are adopted by the legislative body of such
other municipality, and if such amendment is adopted by the unanimous vote of the
municipalities of which the Authority is composed. Other amendments may be made
to these Articles of Incorporation at any time if adopted by the unanimous vote of the
legislative bodies of the constituent municipalities of which the Authority is com-
posed. Any such amendment shall be endorsed, published, and certified, and printed
copies thereof filed in the same manner as the original Articles of Incorporation,
except that the filed and printed copies shall be certified by the recording officer of
the Authority.
These Articles have been adopted by the several incorporating municipalities, as here-
inafter set forth in the following endorsements, and in witness whereof the Mayor and
Clerk in the respective Cities and the Supervisor and Clerk in the respective
Townships, have endorsed thereon this statement of such adoption.
EXHIBIT 1 - WEIGHTED VOTE
MUNICIPALITY
SYSTEM CAPACITY
(% OF OWNERSHIP FOR WWTP CAPITAL
IMPROVEMENTS)
Allen Park
8.473%
Belleville
1.236%
Brownstown
6.355%
Dearborn Heights
4.413%
Ecorse
3.967%
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