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Bylaws EXHIBIT A BYLAWS OF THE CITY OF TIGARD WATER ADVISORY BOARD SECTION 1. CHARGE AND DUTIES (a) The Tigard Water Advisory Board("WAB"or"the Board") has the powers conferred by the resolution creating the Board and approving these bylaws and such other powers as granted by the Tigard City Council,but no other powers. These bylaws are adopted by resolution of the Tigard City Council,are binding on the Board. The WAB may propose amendments to these bylaws that must be approved by the Tigard City Council. (b) The Board will act as an advisory body to the Tigard City Council and Staff pursuant to these bylaws. (c) The Board is charged with advising the Tigard City Council and staff by making recommendations to the council on significant water service issues including,but not limited to: • water system rate methodology and structure to be charged to'IWSA users; • system development charges and methodology to comply with state law and to provide that development growth within the existing`I%'K7SA and future areas added to theTV7SA pay an equitable share; • proposed Capital Improvement Plans,Master Plans,Water Management and Conservation Plans,Curtailment Plans, Emergency Plans and amendments thereto; • recommendations to the Budget Committee and Council on budget requests or amendments to the existing budget for water system operation and maintenance or capital improvement projects; • policies,rules and regulations regarding the water system or TWSA users which may be adopted by the Tigard City Council; • proposed issuance of borrowings secured by water system revenues; • proposed sale of water to areas outside the TWSA; • other water related issues assigned by the Tigard City Council or as suggested by the VIAB SECTION 2. COMPOSITION (a) The WAB will consist of five members. Members of the Board will be designated by the respective governing bodies for approval by the Tigard City Council: Tigard -One Member Durham-One Member IA&D - One Member At-I.arge—Two Members. One member who resides within theTWSA but outside Tigard and one member who resides within Tigard.At-large members will be nominated by the WAB with final decision and appointment by the Tigard City Council. The at- large members shall represent the interests of the general TWSA public. SECTION 3. APPOINTMENTS (a) Council will appoint individuals to meet the compositional requirements of the above. (b) Tigard,Durham,and IAXT)Board members will be an elected official serving on the appointing governing body. (c) Each governing body may appoint an alternate to attend meetings in the place of a regularly appointed WAB member.The alternate shall be appointed in the same manner and must meet the same qualifications as the regularly appointed'WIAB member. SECTION 4. TERMS OF OFFICE (a) Upon appointment as provided within the terms of the-agreement,NX7AB members will serve an initial term from the date of appointment to December 31,2021.Members serve at the pleasure of the appointing body. (b) The at-large members serve at the pleasure of the Tigard City Council. (c) Thereafter,WAB members will be appointed in December of the expiring term year for the following four-year term. (d) Each term will begin on January lst and end on December 31st four years hence. Each WAB board member serves until a successor has been appointed. (e) Members may be re-appointed to succeeding terms without limit. (f) Vacancies may be filled in the same manner as a regular appointment. (g) Members of the Board receive no compensation for their services. SECTION 5. ORGANIZATION OF THE BOARD (a) At its first meeting of the year,and thereafter annually,the Board will elect a Chair and Vice Chair from its members who will hold office at the pleasure of the Board. (b) If the Chair or Vice Chair should resign, the Board will,at its next meeting,conduct an election and provide a replacement. (c) WAB meetings will be held at least bimonthly in the Public Works.Administrative Building. (d) Meetings may occur less frequently as provided in the bylaws. (e) If a meeting is held less than bimonthly=,in lieu of a meeting Tigard shall provide an electronic status report to each Party that includes,but is not limited to,the information set forth within the Agreement under Section 6.4. (f) A special meeting or emergency meeting may be called as provided in the bylaws by the Chair or any two Members. (g) All meetings will be conducted in conformance with Oregon Public Meeting Law. (h) A record of the Board's proceedings will be filed with the city, recorder. SECTION 6. VOTING (a) General procedures of the Board,including voting, shall follow Robert's Rules of Order. (b) A quorum of the Board is three (3) members. (c) All actions by the Board will require at least three(3) affirmative votes. SECTION 7. BOARD MEMBER RESPONSIBILITIES (a) Members of the Board will: (1) Regularly attend Board meetings and contribute constructively to discussions; (Z) Consider and discuss issues from a"water service area" perspective,as well as that of particular stakeholders or interests; (3) Understand and be able to articulate the Board's charge,responsibilities,and duties under the provisions of the Agreement; (4) Strive to reach consensus on matters under consideration; (5) Act with,respect and consideration for the viewpoint of others; (6) Review and provide comment on reports, presentation,and recommended policies or strategies related to water supply and utility service 'issues that may come before it;and (7) Vote on motions in front of the Board,except where reasonable abstention is necessary. SECTION 8. ATTENDANCE If any regular member of the Board is unable to attend a meeting,he or she is expected to notify the Chair or Vice Chair.If any at-large member is absent from any six(G),regularly scheduled meetings with one year or three (3) consecutive meetings without reasonable cause,the issue will be placed on the upcoming agenda,and upon majority vote of the Board, that position will be declared vacant. The Board will nominate a replacement at-large member and forward its action to the Mayor and Council,who will fill the vacant at-large position. SECTION 9. QUORUM At any meeting of the Board,a quorum will be at least three(3) members. No action will be taken in the absence of a quorum except that the meeting may continue with discussion on agenda items.For the purposes of forming a quorum,members who have disqualified or excused themselves from participation in any, matter will be counted as present. In the event a quorum will not be present at any meeting,the Chair or Vice Chair will notify the Board members in advance so that a decision may be made whether to meet and take no action on agenda items,or to reschedule to a different time. SECTION 10. REMOVAL OF MEMBERS (a) The Tigard City Council may remove at-large members of the Board in accordance with Section 8 attendance. (b) The Tigard City Council mai*also remove at-large members at its sole discretion. (c) The Board may make a recommendation to council for the removal of an at-large member for failure to comply with Section 7 Board Member Responsibilities.The Board will forward a recommendation for replacement to the Mayor and Council in a timely manner. SECTION 11. ANNUAL REPORT OF THE BOARD (a) Not later than December 1 of each year, the Board will prepare and file its.annual Report to the Tigard City Council. (b) The Annual Report will include a summary of key activities and proceeding and any specific suggestions or recommendations which the Board believe would assist its mission or improvement of the City's water utility services. (c) The Annual Report will not be submitted unless approved by the Board. SECTION 12. INCORPORATION OF TERMS These Bylaws will.be interpreted to comply with the provisions of the "Tigard.Water Service Area Agreement Among the City of Tigard,City of Durham, and Tigard Water District for Delivery of Water Service (2018)" ("the Agreement") and any amendments thereto.In the event that these Bylaws are in conflict with the Agreement,the terms of the Agreement prevail.