WMSSSA By-Laws

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ARTICLE I

Section 1.

The officers of the West Mifflin Sanitary Sewer Municipal Authority shall be a Chairman, a Vice-Chairman, a Secretary, a Treasurer and an Assistant Secretary-Assistant Treasurer.  The officers shall be elected by the Members of the Board annually and shall hold office until their successors are elected.

ARTICLE II

Section 1.

The Chairman shall preside at all meetings of the Board, shall be the chief officer of the Board, and shall perform all duties which are incident to his/her office or are properly required of him by the Board.  In the absence or disability of the Chairman, the Vice Chairman shall exercise all his/her functions.

Section 2.

The Secretary shall issue notices for all meetings when required, and shall keep a record of the proceedings of the Authority in a Minute Book, shall have custody of the corporate books, and shall make such reports, sign such instruments and perform such other duties as are incident to his/her office or are properly required of him by the Board. He/She shall cause notice to be given of all special meetings of the Board and shall affix the corporate seal to all documents authorized to be executed by the Board. In the absence or disability of the Secretary, the Assistant Secretary shall exercise all his/her functions. The corporate seal will be kept at the 1302 Bull Run Road Office and can be brought to each meeting for the Secretary to use.

Section 3.

The Treasurer shall have the custody of all moneyies and securities of the Authority and shall keep regular books of account. All moneyies of the Authority, from whatever source derived, shall be deposited by the Treasurer in one or more special accounts in one or more banks or trust companies as may be determined by the Board. Each such special account shall be secured in the manner directed by the Municipality Authorities Act of 1945, as amended. The Treasurer shall render to the Board from time to time, as may be required of him, an account of all his/her transactions as Treasurer and of the financial condition of the Authority. It shall be the duty of the Treasurer to publish annually a concise financial statement of the Authority, as required by Law, he/she shall perform all other duties incident to his/her office, or that are properly required of him by the Board. He shall give the Authority a bond, with one or more sureties, satisfactory to the Board, for the faithful performance of the duties of his/her office and for the restoration to the Authority, in case of his/her death, resignation, retirement or removal from office, of all books, papers, vouchers, moneyies and other property of whatever kind in his/her possession or under his/her control belonging to the Authority. In the absence or disability of the Treasurer, the Assistant Treasurer shall exercise all his/her functions.

Section 4.

Vacancies in any office arising from any cause may be filled by West Mifflin Borough Council at any West Mifflin Borough regular meeting or at any special meeting called for that purpose.

ARTICLE III

EMPLOYEES

Section 1.

The Board may appoint and employ an General Manager, an Operation. Manager, a Solicitor, and other employees, technical experts and consultants, to perform such duties as the Board may from time to time deem necessary for the proper administration of the business of the Authority. All employees shall serve at the will of the Board and shall be paid such compensation as the Board may determine.

Section 2.

Subject to the directions, instructions and overriding decisions of the Board, the General Manager and Administrative Supervisor shall supervise the Authority’s employees.

ARTICLE  VI

MEETINGS OF THE BOARD

Section 1.

All business of the Authority shall be transacted only at a regular or special meeting called or held in accordance with the provisions of this Article and the Municipal Authorities Act of 1945 as amended.

Section 2.

The Board shall hold regular meetings as required under the Pennsylvania Municipal Authorities Act and shall give due notice of said meetings in accordance with the applicable provisions of the Law. The Board shall, by resolution, fix the time and place of such regular meetings and give due notice thereof as required by law.

Section 3.

The Chairman of the Board or his/her designee shall furnish each member an agenda of the business to be transacted at each regular meeting prior to the time of the convening of such meeting.

Section 4.

Officers of the Authority shall be elected annually at the first regular meeting of the Board in January or at the earliest meeting thereafter during which the matter of election of officers is considered.

Section 5.

Special meetings of the Board may be called by the Chairman, or in his/her absence by the Vice Chairman, by giving 24 hours’ notice in writing to the members of the Board of the time and place of the meeting and posting such notice both at the principal office of the Authority and at the Borough of West Mifflin Offices. The notice of a special meeting shall include a statement of the business to be transacted at such meeting.  Special meetings may also be called by any two members of the Board by giving the notice herein provided.

Section 6.

The Board may recess meetings from time to time and may by agreement at any meeting or upon 24 hours’ notice by the Chairman to all other Board meters, omit one or more succeeding regular meetings.

Section 7.

Three (3) members of the Board shall constitute a quorum for the transaction of business at all regular or special meetings. f or conducting the business of the Authority and for all other purposes. All actions of the Board, however, shall be taken only on the affirmative vote of at least three members of the Board.

Section 8.

Whenever any notice to Board members is required under the provisions of these By-Laws, a waiver thereof in writing either before or after the meeting shall he deemed equivalent to the giving of such notice. Attendance at the meeting shall be equivalent to such waiver of notice.

Section 9.

Whenever any notice is required under the provisions of these By-Laws, a waiver thereof in writing either before or after the meeting shall be deemed equivalent to the giving of such notice. Attendance at the meeting shall be equivalent to such waiver of notice.

ARTICLE  V

OFFICE

Section 1.

The principal office of the Authority shall be at 1302 Lower Bull Run Road, West Mifflin, Pennsylvania 5122-2902.

Section 2.

Except as otherwise required by resolution of the Board, all books, documents and records of the Authority shall be kept at the office of the Authority hereinabove designated. Such books and records shall be open to examination at all reasonable times by members of the Board.

ARTICLE VI

DISBURSEMENTS

Section 1.

All warrants, vouchers, checks, drafts and other writings for the disbursement of funds shall be signed with two signatures out of three, two members of the Board that are signed on the Bank signature cards and the Administrative Manager, provided that the Board may, by Resolution, authorize designated employees to sign and/or countersign all such disbursements, subject to the requirements of any outstanding indenture or agreement affecting the funds involved,

Section 2.

The requirements of Section 1 of this Article VI shall not apply to the disbursement of borrowed funds if the agreement or indenture applicable thereto contains different requirements, in which event the requirements of such agreement or indenture shall be observed.

ARTICLE VII

CONTRACTS

Section 1.

All contracts and obligations of the Authority shall be signed by the Chairman and the Secretary or Treasurer; Provided, however, that no contract or obligation of the Authority shall be executed except upon full compliance with the provisions of the Municipal Authorities Act of 1945, as amended, and of any other pertinent Act of Assembly.

ARTICLE VIII

SEAL

Section 1.

The corporate seal of the Authority shall consist of two concentric circles between which shall appear the name cf the Authority followed by the words “Commonwealth of Pennsylvanian, and in the center shall be inscribed the numerals “1996”, and the words “Corporate Seal”, together with such additional design as may be determined by the Board.

ARTICLE IX

INDEMNIFICATION

Section 1.

Indemnification of Officers and Directors. The Authority shall indemnify any director or officer, or a former director or officer, of the Authority against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement or incurred in connection with the defense or settlement of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to which such director or officer was or is a party or is threatened to be made a party by reason of the fact that he is or was such director or officer, to the extent that any such expenses or amounts were actually and reasonably incurred, provided: (a) that he acted in good faith in what he reasonably believed to be in or not opposed to the best interest of the Authority; and (b) that in any matter the subject of a criminal action, suit or proceeding, he had no reasonable cause to believe that his/her conduct was unlawful; and (c) that the conduct which formed the basis of the action against him was not such conduct as to be surchargeable within the provisions of the law.

The determination as to (a), (b) and (c) above shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who are not and were not parties to or threatened with any such action, suit or proceeding, or any other action, suit or proceeding arising from sane or similar operative facts; or if such quorum is not obtainable or even if obtainable, if a majority of such quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it as attorney, who has been retained by or who has performed service for the Authority or any person to be indemnified within the past five (5) years; or by a court of competent jurisdiction in which the action, suit or proceeding was brought.

The termination of any claim, action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of guilty or nolo contendere or its equivalent, shall not of itself create presumption that such person did not meet the standards of conduct referred to above.

Notwithstanding the foregoing, in any action by or in the right of the Authority, no indemnification shall be made in respect of any claim, issue or matter as to which such present or former director or officer shall have been adjudged to be liable for negligence or misconduct in the performance of his/her duty to the Authority unless, and only to the extent that, a court of competent jurisdiction in which such action or suit was brought shall determine in addition to the determinations made upon application that, despite the adjudication of liability, but in view of all of the circumstances of the case, such present or former director or officer is fairly and reasonably entitled to indemnity to such expenses as the court shall deem proper. To the extent that any such person has been successful on the merits or otherwise with respect to any action, suit or proceeding referred to above, or in the defense of any claim, issue or matter therein; such person shall be indemnified against expenses including attorneys’ fees actually and reasonably incurred in connection therewith without the determination as specified above.

Section 2.

Expenses of Litigation. The Authority shall pay expenses including attorneys’ fees, incurred in connection with defending any action, suit or proceeding referred to above prior to final disposition thereof, as authorized by the Board of Directors upon receipt of a satisfactory undertaking by such person to repay such amount, unless it shall ultimately be determined that such person is entitled to indemnification by the Authority as herein authorized,

Section 3.

Indemnification non exclusive. The indemnification provided by this Article shall not be deemed exclusive of, or in any way to limit, any other rights to which any person seeking indemnification may be entitled as a matter of law by the Articles, By-Laws, Agreements, Insurance or otherwise, with respect to action in his/her official capacity, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administration of such a person.

ARTICLE X

AMENDMENTS

Section 1.

These By-Laws may be altered, amended or repealed from time to time by vote of at beast three members of the Board at any regular or special meeting.

CERTIFICATION

       I, Daniel Davis, do hereby certify that I am the secretary the West Mifflin Sanitary Sewer Municipal Authority, that the foregoing is a true and correct copy of the By-Laws of said Authority with all amendments to date, and that the same were duly adopted and are currently in force and effect.

IN WITNESS WHEREOF, I have hereto subscribed my hand and affixed the official seal of the West Mifflin Sanitary Sewer Municipal Authority this _______ day of ______________, 1996.

Amended as follows:

April 8, 2010

West Mifflin Sanitary Sewer Authority By-Laws, Article IV, Meetings of the Board, Section 8, to state, in its entirety, the following: Three (3) members of the Board shall constitute a quorum for the transaction of the business of the Authority and for all other purposes, unless otherwise required by law. All actions of the Board shall be taken only upon at least a majority vote of a quorum. Motion Passed, vote: 4-yes (RB, RM, AK, and FG). 1-No (RK).