(adopted June 28, 2000; amended on June 27, 2001; amended September 24, 2003)

Preamble.

Formation.

The Cayuga Lake Watershed Intermunicipal Organization (IO) was originally formed under the aegis of the New York State Department of State through a grant to the Town of Ledyard to bring together all municipalities in the Cayuga Lake Watershed in order to develop, oversee, and administer a Cayuga Lake Watershed Management Plan, which in turn allows the municipalities to access certain relevant funding. To this end the IO member municipalities work collaboratively and collectively across Town and County lines within the Cayuga Lake Watershed. The cooperating municipalities share the responsibility for and benefits of the Cayuga Lake Watershed, which is an intermunicipal resource affected by the actions taken by and within all communities having legal jurisdiction over any parts of the watershed.

Mission.

The mission of the IO is to create, modify, and implement a watershed management plan to allow local governments within the watershed to work together for the purposes of accessing dollars, cost savings, cost sharing, and efficiency of activities among municipalities. This plan when completed will prioritize water-quality problems and solutions. The IO will provide direction for the regional planning boards and other staff, and oversee the entire project.

[adopted at the November 9, 1998, meeting of the IO ]

Vision.

The IO envisions Cayuga Lake recognized and valued by all watershed residents as the watershed's foremost natural feature and resource, deserving of and receiving protection via watershed-wide adoption of land-use plans that minimize pollution and sprawl, preserve viewsheds and soils, and result in a sustainable and diverse economy that provides satisfying employment for all residents able to work and that contributes to regional self-sufficiency, all in a non-discriminatory, equitable, and cooperative manner.

Goals.

The IO will work to promote the understanding that is vital to maintain and improve the ecological health and beauty of the watershed and the protection and preservation of Cayuga Lake, along with building and maintaining a productive economy in order to sustain a healthy social environment for the people of the Cayuga Lake Watershed. The cooperating municipalities share a number of common goals, including

· the prevention of non-point source pollution of both surface and groundwaters in the

watershed,

· the remediation of existing pollution,

· the preservation of open space and natural resources,

· the expansion of economic activities consistent with the watershed environment,

· developing programs for educating the public and public officials,

· developing compatible components of their comprehensive plans and zoning and natural resource ordinances,

· exploring mutually beneficial ways of securing and sharing federal, state, and county-agency funding for the programs that accomplish their objectives in the above areas,

· sharing the costs of monitoring compliance and enforcement of regulation,

· the resolution of disputes regarding development projects with intermunicipal impacts;

· the resolution of disputes regarding development projects that impact environmentally sensitive areas; and

· working with federal, state, and county agencies and authorities to assure that their activities in the watershed are compatible with the plans and programs of the cooperating municipalities.

Section 1. Name. The name of the organization shall be the Cayuga Lake Watershed Intermunicipal Organization, hereafter referred to as the IO. The principal office of the IO will be located at the municipal hall of the chair of the IO as hereafter determined by a two-thirds majority vote of the IO, a quorum being present.

Section 2. Geographic location. The IO is an organization made up of representatives from the municipalities within the Cayuga Lake Watershed, located in the Finger Lakes Region of central New York State. The watershed is comprised of parts or all of six counties, three of which (Cayuga, Seneca, and Tompkins) border Cayuga Lake and three of which (Schuyler, Tioga, and Cortland) share parts of the upper watershed area.

Section 3. Purpose. The purpose of the IO according to the Memorandum of Understanding establishing it is "to develop a Cayuga Lake Watershed Management Plan and oversee and administer it in order to access available funding." To this end, the IO operates under the following expanded statement of purpose: The purpose of the IO is to recognize the interrelatedness of all activities within our watershed and to collaboratively and collectively work to address issues and problems. (see Preamble) The goal is to promote understanding that is vital to maintain and improve the ecological health and beauty of the watershed along with building and maintaining a productive economy and also sustain a healthy social environment for the people of the Cayuga Lake Watershed.

The IO charge is to develop a Cayuga Lake Watershed Management Plan, access funding, and oversee and administer the plan. This includes the need to

· establish watershed priorities

· approve an annual work plan and budget

· approve requests for funding and for endorsement of projects consistent with the priorities

· provide a forum for all municipalities within the watershed to interact and exchange information

· review technical and fiscal summary reports

Article II. Membership .

Section 1. Membership. Membership is open to all municipalities -- counties, towns, villages, cities, and Indian Nations (if any) -- within the Watershed. A representative and an alternate will be appointed by each municipality within the Watershed to represent the municipality on the IO. The municipal representative's term shall continue until the municipality names a replacement.

Section 2. Voting rights. Each municipality that has signed a Municipal Memorandum of Agreement, and is current with respect to dues payment, shall have one vote. If a representative is representing more than one municipality, that person will have only one vote.

Section 3. Quorum. Six voting members constitute a quorum. A simple majority is necessary to pass any motion or resolution.

Section 4. Non-voting members. In order to ensure ongoing public participation, any interested organization or individual may apply for non-voting membership. Once accepted, such representatives may participate in discussions and serve on committees.

Section 1. Administration. There shall be the following administrative components:

a. Administrative Center (Center). The Administrative Center of the IO will be located in the municipality of the chair of the IO. The Center will be responsible for the following:

i) Provide normal facilities, services, and staff as required for operations of the IO.

ii) Develop and execute appropriate agreements with other parties for coordinating and implementing all projects approved under the grants, subject to approval of the IO or the Board of Directors acting at the direction of the IO.

iii) Assure legal compliance with the terms of the grants and agreements.

iv) Submit all bills for payment to the chair’s governing body for review and payment, in accordance with the purchasing and procurement policies of the town.

b. Staff Director. Subject to the authority of the Executive Committee and the policies of the IO, the chair of the IO or designee will provide executive leadership for the Center. This person's responsibilities shall include:

i) Serving as Secretary to the Executive Committee and the IO

ii) Preparing agendas and minutes of Executive Committee and IO and other related meetings.

iii) Serving as ex-officio member of the Technical Advisory Committee

iv) Coordinating the development of plans, budgets, and proposals

v) Coordinating and facilitating interactions among and between all interested parties.

vi) Identifying funding sources to support the IO program

Section 2. Officers

a. Chair. The IO shall elect a chair annually from among its voting members. The Chair shall preside at all meetings of the IO and the IO Executive Committee and work closely with administrative staff to set agendas. The Chair or his/her delegee shall be the official spokesperson for the IO. An individual can serve as Chair for a maximum of three consecutive terms at a time.

b. Vice Chair. The IO shall elect a vice chair annually from among its voting members. The Vice chair shall assist the Chair and, in the absence of the Chair, act as Chair.

Section 3. Executive Committee (ExCom)

a. Membership. The Executive Committee shall be composed of at least 4 IO members. At least 3 of the ExCom members shall come from the three waterfront counties. The Chair of the IO and one representative each from each of the IO Standing Committees shall be members of the ExCom. The Chair of the IO shall be the Chair of the ExCom. The ExCom will annually elect a vice chair, to assist the Chair and act as Chair in the absence of the Chair.

b. Term. ExCom members shall be appointed for a one-year term at the last meeting of the IO each year to take office the next January 1.

c. Powers and Duties. It is understood that the members of the Board are appointed to represent the interests of the watershed as a whole and not the special interests of the represented party. The ExCom shall conduct business on behalf of the membership of the IO between meetings of the IO, and shall inform the membership periodically of important matters.

More specifically, the ExCom shall:

i) implement the annual work plan and budget

ii) approve requests for funding consistent with the established priorities

iii) review technical and fiscal summary reports

iv) review the performance of the staff and Center

v) recommend changes in workplan, priorities, staffing, budget, organizational structure, bylaws, policies, etc., to the IO for action

vi) receive regular reports from the Committees and ensure that these reports are shared with IO members in a timely fashion.

vii) carry our the policies adopted by the IO

d. Quorum. The quorum shall be two thirds of the ExCom membership. Actions shall require a simple majority of the full ExCom membership.

e. Meetings. The ExCom shall meet as often as necessary to meet deadlines and deal with the business of the IO.

f. Minutes. The ExCom shall ensure that its minutes are distributed to all IO members within 10 days of each meeting.

Section 1. Membership on committees. Every IO Committee shall have at least three members, and at least one shall be a voting IO member. Committees can have both voting and non-voting IO members as well as non-IO members as appropriate. However, the committee representative to the ExCom shall only be a voting IO member,

Section 2. Chair. Each committee may elect its own Chair.

Section 3. Duties. Every IO Committee shall keep a record of its meetings and activities and report regularly to the ExCom. All actions of committees shall be recommendatory only, unless otherwise specified. More specifics are given in the following subsections, which address specific committees.

Section 4. Technical Advisory Committee (TAC).

a. Membership. This committee shall have at least 11 members (as specified in the MoU establishing the IO) who bring water-quality-related expertise relevant to the Cayuga Lake Watershed. It is desirable that they have experience and interest in Cayuga Lake and its drainage area. Membership will likely be drawn from local, state, and federal agencies, non-profit organizations specializing in land-use matters and water issues, and local citizen-interest groups or individuals, and academia. Members shall include representatives of county Water Quality Coordinating Committees, Natural Resources Conservation Service, Soil and Water Conservation Districts, New York State Department of Environmental Conservation, and the US Geological Survey.

b. Duties include:

i) to help establish a draft watershed characterization report

ii) to recommend watershed priorities

iii) to evaluate project applications seeking IO endorsement and recommend prioritization to the IO

iv) to make recommendations to the IO on requests for funding

v) to review, evaluate and annually report on projects to the IO

vi) to review any other projects and activities requested by the IO for technical merit

vii) to make other recommendations to the IO

viii) to help develop the Cayuga Lake Management Plan and serve in an advisory capacity in the implementation of the Management Plan

c. Organization. The TAC shall initially be coordinated by the Genessee/Finger Lakes Regional Planning Council.

Section 5. Education and Outreach Committee .

a. Membership. This committee shall have 5 members.

b. Duties include:

i) keep the public informed about the activities of the IO [see also Article VII, Communications]

ii) set up public participation meetings for the general public

iii) identify issues that the public should be aware of and bring them to public attention

iv) solicit public input as requested by the IO

Section 6. Finance Committee . (FinCom)

a. Membership. This committee shall have 5 voting members of the IO.

b. Duties include:

i) recommend to the Board the amount of annual dues assessment to be paid by IO members

ii) assist the IO Chair and the staff director in preparing an annual budget

iii) review budgets for IO committees and IO projects

iv) seek funding sources, in conjunction with staff, for various projects approved by the IO and/or Board

Section 7. Membership/Nominating Committee . (MemCom)

a. Membership. This committee shall have at least 5 voting members of the IO.

b. Duties include:

i) working to maintain representation by all eligible municipalities, such as notifying municipalities when terms expire

ii) reviewing and making recommendations to the IO on non-voting member applications

iii) preparing a slate of officers for election (IO Chair and Vice Chair)

Section 8. Administrative/Personnel Committee . (AdCom)

a. Membership. This committee shall have 5 voting IO members.

b. Duties include:

i) reviewing staffing needs and performance annually

ii) making staffing recommendations to the IO Board of Directors

iii) performing other administrative oversight as assigned by the ExCom.

Section 9. Agriculture Committee . (AgCom)

Because agriculture is such an important land use in the Watershed, providing economic, social, and open-space benefits as well as potential runoff problems, a committee representing diverse agricultural perspectives can help the IO in its work.

a. Membership. This committee shall have at least seven members, including one each representing conventional agriculture, organic agriculture, large-scale agriculture, small-scale agriculture, and at least one voting IO member. An effort shall be made to have to proportional geographic representation as well as representation of the diversity of agricultural crops. It is desirable that the Soil and Water Conservation Districts, the Natural Resources Conservation Service, and Cornell Cooperative Extension have non-voting membership on the Committee. The Committee shall elect its own chair. The Committee shall be represented on the ExCom by a voting IO member.

b. Duties include:

i) identify agricultural issues related to the watershed, including economic and environmental

sustainability

ii) make recommendations to the IO on ways to address agricultural issues

iii) review relevant management plan implementation projects and make recommendations to the IO

and/or Technical Committee based on AgCom's agricultural expertise.

iv) review, evaluate and report on Committee projects at least annually

v) review any other projects and activities requested by the IO

vi) serve in an advisory role in the implementation of the Management Plan

vii) recruit AgCom nominees and present slate directly to IO for approval

Section 10. Environmental Review Committee . (ERC)

a. Membership. This committee shall have at least 5 members, of which at least one shall be a voting IO member; most shall be non-voting members of the IO.

b. Duties. This committee can function as a citizen version of the Technical Advisory Committee, providing a forum for interested and concerned citizens to:

i) recommend watershed priorities to the IO

ii) review and evaluate municipal and IO projects

iii) review and comment on any EISs for development projects within the Watershed

Section 11. Legislative Committee . (LegCom)

a. Membership. This committee shall have at least 3 members.

b. Duties. Its charge shall include:

i) review model zoning and natural-resource ordinances and recommend specific sections for consideration of IO members

ii) review state legislation relevant to IO concerns and recommend to the IO or Board specific comments to send to state legislators

Section 12. Special Committees . The IO and/or the ExCom may from time to time create special committees to deal with specific topics or concerns. Special Committees shall be created by Resolution of the IO or ExCom, which shall specify membership, purpose(s), and duties. These special committees may be continued from year to year as necessary or may be given a deadline by which to complete work. They shall be advisory to the IO or ExCom, unless otherwise specified.

Section 1. The IO shall meet at least twice a year.

Section 2. Draft minutes shall be sent to all IO members and alternates within 10 days of each meeting.

Section 1. Fiscal year. The fiscal year shall be the calendar year.

Section 2. Budget. The IO should adopt a budget each November for the following year.

Section 3. Annual dues.

i) IO members shall be assessed an annual dues as recommended by the Finance Committee, reviewed and recommended on by the ExCom, and approved by the IO as part of the adoption of its annual budget.

ii) Dues will be due and payable by a municipality no later than two months after the municipality has adopted its budget.

Section 4. Bookkeeping and audit. The ExCom annually shall appoint an outside auditor, with the approval of the IO, at the first meeting of the year.

Section 1. The IO may establish a Newsletter or establish and maintain a World Wide Web page, or conduct other such communication activities as recommended by the EPPOC.

Section 2. The EPPOC shall take responsibility for these activities as directed by the IO and the ExCom.

Section 1. Procedure.

a. Prior to the adoption of the Management Plan, the IO may endorse projects for funding so long as they are consistent with watershed needs as recommended by the TAC and as based on the Watershed Characterization.

b. At the first meeting each year after there is a Management Plan, the IO will consider the Watershed needs and the recommendations of the TAC and the ExCom, establish priorities, and issue requests for proposals to address the high-priority identified needs.

c. The proposals will be reviewed by the TAC, which will make recommendations to the ExCom, which shall also review proposed projects and approve projects for inclusion in a work plan to be recommended to the IO for review and action.

d. The staff director will then prepare the annual work plan, summary budget, and requests for funding.

Section 1. The rules contained in the most recent edition of Robert's Rules of Order shall govern the IO and its committees in all cases to which they apply and when they are not superseded by State or County laws, these Bylaws, or any agreed-upon rules otherwise adopted by the IO.

Article X. Open Meetings Law .

Section 1. The IO and its Committees shall be subject to the New York State Open Meetings Law.

Section 1. These Bylaws may be amended as any IO meeting by a two-thirds vote of the membership provided that the amendment(s) has (have) been made available in writing to the IO members at least three weeks prior to the meeting. For this purpose only a written absentee ballot from a municipal member shall be allowed.

Section 1. Responsibilities are as follows:

a. to participate fully in the function of the IO and contribute to the cooperative concept embodied herein

b. to report back regularly to their respective municipalities on the activities of the IO and secure feedback.

c. to cooperate with the administrative center and the staff director to help ensure good performance

d. to carry out in a timely fashion and professionally satisfactory manner the activities required by the Memorandum of Agreement (MoA)

Section 1. The municipal Memorandums of Agreement (MoA) shall continue indefinitely, but may be modified by agreement of two-thirds of the parties in writing, or discontinued upon agreement by all parties.

Section 2. Any IO member not concurring in a modification of the agreement may terminate membership.

Section. 3. Any party may withdraw from the MoA by giving 90 days advance notice to all other members. Such withdrawal shall not relieve the withdrawing member of any obligations, responsibilities, or commitments made by the member while a member of the IO (for example, completion of work activities or agreed-upon funding for IO activities).