§ 159B-43. Joint municipal assistance agencies authorized.
§ 159B‑43. Jointmunicipal assistance agencies authorized.
(a) Any two or more joint agencies, or any two or moremunicipalities, may organize a joint municipal assistance agency, which shallbe a public body and body corporate and politic. Any joint agency ormunicipality is hereby authorized to become a member of any such jointmunicipal assistance agency upon a determination, by resolution or ordinance ofits governing board, that economies, efficiencies and other benefits might beachieved from participation in such an agency.
The resolution or ordinance determining it desirable for a joint agencyor municipality to become a member of a joint municipal assistance agency(which need not prescribe in detail the basis for the determination) shall setforth the names of the joint agencies or municipalities which are proposed tobe initial members of the joint municipal assistance agency. The governingboard of the joint agency or municipality shall thereupon by ordinance orresolution appoint one commissioner and up to two alternate commissioners ofthe joint municipal assistance agency who may, at the discretion of thegoverning board, be an officer or employee of the joint agency or municipality.If two alternate commissioners are appointed, the governing board shalldesignate them as first or second alternate commissioner.
Any two or more commissioners so named may file with the Secretary ofState an application signed by them setting forth (i) the names of all theproposed member joint agencies or municipalities; (ii) the name and officialresidence of each of the commissioners so far as known to them; (iii) acertified copy of the appointment evidencing their right to office; (iv) astatement that each governing board of each respective joint agency or municipalityappointing a commissioner has made the aforesaid determination; (v) the desirethat a joint municipal assistance agency be organized as a public body and abody corporate and politic under this Chapter; and (vi) the name which isproposed for the joint municipal assistance agency.
The application shall be subscribed and sworn to by such commissionersbefore an officer or officers authorized by the laws of the State to administerand certify oaths.
The Secretary of State shall examine the application and, if he findsthat the name proposed for the joint municipal assistance agency is notidentical with that of any other corporation of this State or of any agency orinstrumentality thereof, or so nearly similar as to lead to confusion anduncertainty, he shall receive and file it and shall record it in an appropriatebook of record in his office.
When the application has been made, filed and recorded as hereinprovided, the joint municipal assistance agency shall constitute a public bodyand a body corporate and politic under the name proposed in the application.The Secretary of State shall make and issue to the commissioners executing theapplication a certificate of incorporation pursuant to this Chapter under theseal of the State, and shall record the same with the application. Thecertificate shall set forth the names of the member municipalities.
In any suit, action or proceeding involving the validity or enforcementof, or relating to, any contract of the joint municipal assistance agency, thejoint municipal assistance agency, in the absence of establishing fraud in thepremises, shall be conclusively deemed to have been established in accordancewith the provisions of this Chapter upon proof of the issuance of the aforesaidcertificate by the Secretary of State. A copy of such certificate or of any newor supplemental certificate hereinafter provided for, duly certified by theSecretary of State, shall be admissible in evidence in any suit, action orproceeding, and shall be conclusive proof of the filing and contents thereof.
Notice of the issuance of such certificate shall be given to all of theproposed member joint agencies or municipalities by the Secretary of State. Ifa commissioner of any such joint agency or municipality has not signed theapplication to the Secretary of State and such joint agency or municipalitydoes not notify the Secretary of State of the appointment of a commissionerwithin 60 days after receipt of such notice, such joint agency or municipalityshall be deemed to have elected not to be a member of the joint municipalassistance agency. As soon as practicable after the expiration of such 60‑dayperiod, the Secretary of State shall issue a new certificate of incorporation,if necessary, setting forth the names of those joint agencies or municipalitieswhich have elected to become members of the joint municipal assistance agency.The failure of any proposed member to become a member shall not affect thevalidity of the corporate existence of the joint municipal assistance agency.
(b) After the creation of a joint municipal assistance agency,any other joint agency (if organized by joint agencies) or municipality (iforganized by municipalities) may become a member thereof upon application tosuch joint municipal assistance agency after the adoption of a resolution orordinance by the governing board of the joint agency or municipality settingforth the determination and finding prescribed above for the original membersand authorizing said municipality to become a member and appointing onecommissioner, and with the consent of a majority of the board of commissionersof the joint municipal assistance agency. Any joint agency or municipality maywithdraw from a joint municipal assistance agency, provided, however, that all obligationsincurred by a joint agency or municipality while it was a member shall remainin full force and effect. Notice that a joint agency or municipality has beenadded to or withdrawn from membership in the joint municipal assistance agencyshall be filed with the Secretary of State, and the Secretary of State shallthereupon issue a new or supplemental certificate of incorporation settingforth the names of all members of the joint municipal assistance agency.Additions of new members or withdrawal of members shall not affect the validityof the corporate existence of the joint municipal assistance agency.
(c) The joint municipal assistance agency may be governed by aboard of commissioners appointed as provided in subsections (a) and (b) of thissection. It shall not be necessary to notify the Secretary of State of theappointment of any commissioners following the notifications referred to insubsections (a) and (b) of this section. Each commissioner shall have one voteand shall serve at the pleasure of the governing board by which he wasappointed. Each appointed commissioner before entering upon his duties shalltake and subscribe to an oath before some person authorized by law toadminister oaths to execute the duties of his office faithfully and impartially,and a record of each such oath shall be filed with the governing board of theappointing joint agency or municipality and spread upon its minutes. Thegoverning board of each of the joint agencies or municipalities may appoint upto two alternate commissioners to act in lieu of its appointed commissionerwhen the appointed commissioner is unable for any reason to attend meetings ofthe board of commissioners or any committee thereof, and the governing boardshall designate them as first or second alternate commissioner. Each alternatecommissioner shall serve at the pleasure of the governing board by which he isappointed and shall take, subscribe to and file an oath in the same manner asprescribed for regularly appointed commissioners. Such alternate commissionerwhen acting in lieu of the regularly appointed commissioner shall be deemed tobe the commissioner representing such joint agency or municipality, and shallhave the rights, powers and authority of the regularly appointed commissioner,other than such commissioner's position as an officer, director or member ofthe executive committee. A certificate entered into the minutes of the board ofcommissioners of a joint agency by the clerk or other custodian of the minutesand records of the governing body of a municipality, appointing commissionersand alternate commissioners and reciting their appointments, shall constituteconclusive evidence of their appointment. All powers, functions, rights andprivileges of the joint municipal assistance agency shall be exercised ordelegated by the board of commissioners.
(d) The board of commissioners of the joint municipal assistanceagency shall annually elect one of the commissioners as president, another asvice president, and another person or persons, who may but need not becommissioners, as treasurer, secretary, and, if desired, assistant secretary orsecretaries and assistant treasurer. The office of treasurer or assistanttreasurer may be held by the secretary or any assistant secretary. The board ofcommissioners may also appoint and prescribe the duties of such additionalofficers as it deems necessary. The secretary or any assistant secretary of thejoint municipal assistance agency shall keep a record of the proceedings of thejoint municipal assistance agency, and the secretary shall be the custodian ofall records, books, documents and papers filed with the joint municipalassistance agency, the minute book or journal of the joint municipal assistanceagency and its official seal. Either the secretary or any assistant secretaryof the joint municipal assistance agency may cause copies to be made of allminutes and other records and documents of the joint municipal assistanceagency and may give certificates under the official seal of the joint municipalassistance agency to the effect that such copies are true copies, and allpersons dealing with the joint municipal assistance agency may rely upon suchcertificates.
(e) Fifty‑one percent (51%) of the commissioners of ajoint municipal assistance agency then in office shall constitute a quorum, andthe commissioners may by written consent executed before or after any meetingwaive notice and all other formalities incident to the calling or conduct ofthe same. Meetings of the commissioners may be held at any place within theState or any state contiguous to the State. A vacancy in the board ofcommissioners of the joint municipal assistance agency shall not impair theright of a quorum to exercise all the rights and perform all the duties of the jointmunicipal assistance agency. Any action taken by the joint municipal assistanceagency under the provisions of this Chapter may be authorized by resolution atany regular or special meeting, and each such resolution may take effectimmediately and need not be published or posted. Except as specificallyprovided by the bylaws, a majority of the votes of the commissioners presentshall be necessary and sufficient to take any action or to pass any resolution.
(f) The board of commissioners of the joint municipalassistance agency may, in its bylaws, provide for a board of directors of thejoint municipal assistance agency to be selected from the commissioners andalternate commissioners. The board of directors shall have and exercise such ofthe powers and authority of the board of commissioners during the intervalsbetween the board of commissioners' meetings as shall be prescribed in thebylaws, rules, motions and resolutions of the board of commissioners. The termsof office of the members of the board of directors and the method of fillingvacancies therein shall be fixed by the bylaws of the board of commissioners ofthe joint municipal assistance agency. The bylaws of the joint municipalassistance agency shall provide that the officers of the board of commissionerselected pursuant to subsection (d) of this section must also serve on the boardof directors and hold the same offices thereon.
(g) The board of commissioners may also provide, in its bylawsor otherwise, that the board of directors shall create an executive committeeof the board of directors composed of the officers of the board of directors,together with such other members of the board of directors as may be prescribedand that such executive committee shall have and shall exercise such of thepowers and authority of the board of directors during the intervals betweenthat board's meetings as shall be prescribed in the bylaws of the jointmunicipal assistance agency or in the rules or resolutions of the board ofdirectors.
(h) The board of commissioners, board of directors and executivecommittee may provide or adopt methods and procedures consistent with otherapplicable laws for the calling or conducting of meetings or the taking of anyaction.
(i) No commissioner or director of a joint municipal assistanceagency shall receive any compensation for the performance of his or her dutieshereunder, provided, however, that each commissioner and director may be paidhis or her necessary expenses incurred while engaged in the performance of suchduties. (1983, c. 609, s.7; 1985, c. 243, ss. 2, 3; 1995, c. 412, s. 22.)