Pollution Control Financing Authority

As amended February 2, 2021

ARTICLE I

POWERS AND OBJECTIVES

The powers and objectives of the Pollution Control Financing Authority of Salem County (hereafter called the “Authority”) are those set forth in the New Jersey Pollution Control Financing Law, N.J.S.A. 40:37C-1, e.g., and those powers and duties were delegated to the Authority by the Board of Chosen County Commissioners of Salem County, by resolution adopted on March 6, 1974 and filed in the office of the New Jersey Secretary of State as provided in the New Jersey Pollution Control Financing Law as amended.

ARTICLE II

OFFICERS

SECTION 1:

The officers of the Authority shall be: Chairman; Vice-Chairman; Treasurer; Secretary; Assistant Treasurer; and Assistant Secretary.

Officers shall be elected from the membership of the Authority at the annual meeting each year, and shall hold office until February 1 next ensuing and until their successors have been elected.

Voting for such officers shall be by voice or a show of hands, and there shall be no proxy voting. The candidate receiving the plurality of the votes cast for a given officer shall be declared elected.

Vacancies in any office having a fixed term shall be filled by appointment from the Chairman, which appointment shall be made from any member of the Authority Board.
Should any officer of the Authority be unable to serve for any reason determined sufficient by the remaining members of the Authority Board, the members shall by majority vote delegate the powers and duties of such officer to any other member of the Authority.

The Authority shall, from time to time, appoint and employ such individuals, professionals, technical advisors and experts as it may require and shall determine the term of said employment as provided by statute, the duties and compensation for such appointment and/or employment.

SECTION 2:

The duties and powers of the officers shall be as provided herein and as modified in any subsequent resolution duly adopted by the Authority.

The Chairman shall be the chief executive officer, and when present shall preside at all meetings of the Authority.

The Vice-Chairman shall possess such powers and shall perform such duties as may be assigned from time to time by the Authority and, in the absence or incapacity of the Chairman, shall assume and perform all duties and powers of the Chairman.
The presiding officer of any meeting shall have the right to vote.

SECTION 3:

The Secretary shall be responsible for meeting minutes, which responsibility shall include overseeing the taking, storage and maintenance of said minutes, and to providing copies of said minutes as same shall be necessary.  The Secretary shall also: ensure that all notices are duly given and/or served as may be required for the official business of the Authority; be responsible for the custody of all Authority records and shall seal said records as required; attest all contracts, agreements and obligations of the Authority; keep the Authority informed of all communications addressed to him/her on behalf of the Authority; attend to and be responsible for all Authority correspondence and perform such duties as are normally incident to the office of Secretary for any such organization; and perform such other duties as are incident to the office or as may be assigned from time to time by the Authority.

The Secretary shall be assisted by the Clerk, who shall be a paid employee of the Authority. The Clerk shall be responsible for drafting the minutes of all Authority meetings, shall be the certifying secretary for all minutes, and shall be responsible for providing routine notice and such notice as the secretary may direct to such members of the Authority and other individuals as the Authority may deem appropriate and necessary.  The Clerk shall also serve as the OPRA custodian for the Authority and respond to all requests with the advice of the Attorney for the Authority.

SECTION 4:

The Treasurer shall be responsible for all funds under the control of the Authority.
The Treasurer under the direction of the majority of the Authority members and in accordance with requirements for counter-signature which the Authority may from time to time adopt, sign, make and endorse in the name of the Authority all checks, drafts, warrants, bonds, and orders for payment, and shall be authorized to issue a receipt for any payments received on behalf of the Authority.

The Treasurer shall make available at all reasonable times the books and account of the Authority and shall comply with any request for copies of official financial records that may be received pursuant to the Open Public Records Act and case law. The Treasurer shall provide a written statement of the Authority finances on a monthly basis and shall render such financial reports as the majority of the Authority members may require. The Treasure shall have the right to employ such professionals as may be required to assist in this service.
The Treasurer shall be responsible for maintaining correct books of account for Authority financial transactions and shall cooperate with the auditor and take necessary measures to provide the annual audit required in N.J.S.A. 40:37C-18.

The Treasurer shall cooperate and provide such security as the Authority may require for the faithful discharge of his/her duties, and the cost for such security shall be paid by the Authority.

SECTION 5:

The Authority may employ a Clerk who shall assist the Secretary with meeting minutes, which shall include, but not be limited to overseeing the taking, storage and maintenance of said minutes, and to providing copies of said minutes as same shall be necessary.  The Clerk shall also assist the Secretary with ensuring that all notices are duly given and/or served as may be required for the official business of the Authority; be responsible for the custody of all Authority records and shall seal said records as required; attest all contracts, agreements and obligations of the Authority; keep the Authority informed of all communications addressed to him/her on behalf of the Authority; attend to and be responsible for all Authority correspondence and perform such duties as are normally incident to the office of Secretary for any such organization; and perform such other duties as are incident to the office or as may be assigned from time to time by the Authority.  The Clerk shall also serve as the OPRA custodian for the Authority and respond to all requests upon consultation with the Chairman of the Authority and upon advice of the Attorney for the Authority.

SECTION 6:

The Authority shall annually appoint an Attorney, Auditor and Engineer who shall be paid such compensation as the Authority may from time to time provide. The Authority may also appoint special counsel as may be required for specialized legal services such as the issuance and/or underwriting of bonds. The Auditor shall have demonstrated the appropriate experience and provide such qualifications as the Authority may require to demonstrate qualifications for providing the required annual audit.

ARTICLE III

MEETINGS OF THE AUTHORITY

The annual reorganization meeting of the Authority shall be held at 5:30 p.m. on the first Tuesday of February in each year. The date and time for this meeting may be modified by resolution duly adopted by a majority of the members of the Authority, but under no circumstances shall the annual reorganization be held later than on a date during the first week in February of each year.

The regular meetings of the Authority shall be held at 5:30 p.m. on the first Tuesday of each month. These meeting dates may be changed by resolution duly adopted by a majority of the Authority members.

All annual and regular meetings of the Authority, and any continued or adjourned sessions thereof, shall be general meetings open for transaction of any business of the Authority and shall be duly noticed as required by the Open Public Meetings Act.

Special meetings of the Authority may be called by the Chairman or any two (2) members of the Authority and shall be held at the date and time specified on no less than forty-eight (48) hours notice, which notice may be given by mail, facsimile, telephone, e-mail or in person to each member of the Authority. All such meetings shall be held in compliance with the Open Public Meetings Act, and no business shall be transacted at any special meeting except that set out in the notice of such special meeting. If all members of the Authority are present for any special meeting, they may conduct business regarding a subject not included in the notice of the special meeting if all members of the Authority agree to the conduct of such business at the special meeting.

Notice to Authority members shall not be required for regular monthly meetings so long as the date, time and location for said meetings has been established during the reorganization meeting held in February of each year.

A majority of members appointed to the Authority shall constitute a quorum for the transaction of Authority business. Participation in the annual reorganization meeting in February must be in person. Participation by video, telephone conference or proxy shall be permitted when authorized by the Chairman at all meetings other than the annual reorganization meeting in February. If at least three (3) members are present at the annual reorganization meeting, then participation by any other member may be permitted by teleconference if a majority of those present approve such participation. Any member desiring to participate by teleconference, video or proxy shall advise the Chairman of said request no less than forty-eight (48) hours in advance of any meeting.

A majority of the entire authorized membership of the Authority shall constitute a quorum. Action may be taken and motions and resolutions adopted at any meeting by majority vote of the members participating.

The order of business at all meetings shall be:

1. Call to order;
   2. Flag salute;
   3. Roll call;
   4. Statement as required by Open Public Meetings Act;
   5. Approval of minutes;
   6. Resolutions (if any);
   7. Old business;
   8. New business;
   9. Public comment; and
   10. Adjournment

The order of business as detailed herein may be changed at any meeting by a majority of the members present.

ARTICLE IV

SEAL

The official seal of the Pollution Control Financing Authority of Salem County shall consist of an embossed impression on a circular metallic disc containing the name of the Authority. The seal shall be controlled by the Clerk and such employee of Salem County or the Authority as the Authority may designate.

ARTICLE V

AMENDMENTS

These By-Laws may be amended by a majority vote of the members present at any regular meeting of the Authority provided that the entire membership receives three (3) days written notice of any proposed amendment.

ARTICLE VI

RULES OF ORDER

Unless the Authority shall adopt a contrary rule, all meetings shall be conducted in accordance with the most recent version of “Robert’s Rules of Order”. The Authority Solicitor shall be responsible for interpreting the rules and for resolving any conflicts between the members regarding the meeting and application of said rules.

ARTICLE VII

CHIEF FINANCIAL OFFICER

The Authority shall cooperate with and may utilize the personnel and resources of the Salem County Chief Financial Officer for such accounting, financial and record keeping functions as the officers of the Authority may deem necessary and appropriate.

The Authority shall cooperate with and may utilize the personnel and resources of the Salem County Chief Financial Officer for such accounting, financial and record keeping functions as the officers of the Authority may deem necessary and appropriate.

These amended By-Laws were duly adopted by a majority of the Authority members at a duly notice meeting held in accordance with the Open Public Meetings Act on the 1st day of October 2019.

Attest:  Carey M. Italiano, Clerk   /  Fran Grenier, Chairman

I, Carey M. Italiano, clerk of the Authority, certify these By-Laws of the Pollution Control Financing Authority of Salem County were duly adopted as noted above.

Carey M. Italiano, Clerk

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