BOARD OF DIRECTORS
FLUVANNA COUNTY OFFICE BUILDING
MAY 7, 2009
2:00 P. M.
Present: Goodman B. Duke, John Y. Gooch, G. Cabell Lawton, IV, Dale G. Mullen, Thomas E. Payne and John E. Thomasson
Others Present: Alyson Simpson, Deputy Clerk, Louisa County Administration
CALL TO ORDER
Mr. Lawton called the May 7, 2009 regular meeting of the James River Water Authority Board of Directors to order at 2:00 p.m., which was followed by the Pledge of Allegiance.
ELECTION OF OFFICERS
Election of Chairman
Mr. Lawton called for nominations for Chairman.
Mr. Gooch motioned to appoint Mr. Payne as the Chairman. Mr. Mullen seconded the motion.
On the motion of Mr. Gooch, seconded by Mr. Mullen, which carried by a vote of 6-0, the Board appointed Mr. Payne as Chairman.
Mr. Lawton turned the meeting over to Mr. Payne as the newly elected Chairman.
Election of Vice-Chairman
Mr. Payne called for nominations for Vice-Chairman.
Mr. Mullen motioned to appoint Mr. Duke as the Vice-Chairman. Mr. Lawton seconded the motion.
On the motion of Mr. Mullen, seconded by Mr. Lawton, which carried by a vote of 6-0, the Board appointed Mr. Duke as Chairman.
Election of Treasurer
Mr. Payne called for nominations for Treasurer.
Mr. Mullen motioned to appoint Mr. Lawton as the Treasurer. Mr. Gooch seconded the motion.
On the motion of Mr. Mullen, seconded by Mr. Gooch, which carried by a vote of 6-0, the Board appointed Mr. Lawton as Treasurer.
Election of Secretary
Mr. Payne called for nominations for Secretary.
Mr. Duke motioned to appoint Mr. Mullen as Secretary. Mr. Gooch seconded the motion.
On the motion of Mr. Duke, seconded by Mr. Gooch, which carried by a vote of 6-0, the Board appointed Mr. Mullen as Secretary.
DISCUSSION AND RESOLUTION - JAMES RIVER WATER AUTHORITY BOARD OF DIRECTORS BYLAWS
Mr. Payne said he thought all the members had received a draft copy of the Bylaws. Mr. Payne said he was going to turn the meeting over to Mr. Lawton.
Mr. Lawton said the draft Bylaws were just intended for the Board to have a place to begin. Mr. Lawton said he would like all members to review the draft Bylaws because the Chairman had already found one error in regards to the terms of the officers. Mr. Lawton said he proposed that the members take the draft copy home and bring them back for further discussion at the next regular meeting. Mr. Lawton said the members could call him with suggestions or changes and he would see that they get done.
RESOLUTION - SETTING THE DATE AND TIME OF THE JAMES RIVER WATER AUTHORITY BOARD OF DIRECTORS MONTHLY MEETINGS FOR 2009
Mr. Payne said the proposed resolution stated that the regular meetings would be held on the first Thursday of each month at 2:00 p.m.
Mr. Mullen said he felt that one meeting a month may not be sufficient enough initially. Mr. Mullen said he would suggest considering the Board meet on the first and the third Thursday of each month. Mr. Mullen said more frequent contact may be appropriate because the Board did not know how quickly things could progress.
Mr. Gooch said he agreed that the Board should probably meet more often than once a month.
Mr. Lawton asked if that could be started after June because he did not know what business could be taken care of in just two weeks.
Mr. Gooch said the Board could choose to set the dates of meetings rather than saying they would meet on a certain day of the week. Mr. Mullen said that was fine with him. Mr. Gooch asked the Board if they felt there should be a meeting on May 21, 2009. Mr. Mullen said he felt the most pressing issue was to address the 21-day time limit that was already ticking on the certain actions that had been filed. Mr. Mullen said he was fine with picking dates, but he felt the Board would have more business to handle in the beginning.
Mr. Lawton said his preference was to have regular meetings set on the first Thursday of each month and then have other special meetings as necessary. Mr. Lawton agreed that the Board would probably have to meet more frequently and it may even have to be three or four times a month at some point.
Mr. Gooch asked if there would be enough time to advertise a meeting if the Board decided at their first Thursday of the month meeting that they wanted to meet again on the third Thursday. Mr. Mullen said he felt there would be a notification problem if the meetings were scheduled on an ad hoc basis rather than a scheduled basis. Mr. Mullen said that most of the bylaws he had seen for other bodies differentiated between actions taken at special meetings and regular meetings.
Mr. Gooch asked if the meeting schedule could be adjusted at a later time if it were initially set as the first and the third Thursday of each month.
Mr. Payne said he felt that setting the meetings as the first and the third Thursday would make it easier to remember rather than having to remember separate dates. Mr. Payne said he was sure there would be scheduling conflicts at times that would prevent all six members from being there, but he still felt it was important to set the meetings on a specified schedule. Mr. Gooch suggested setting the meeting dates as the first and the third Thursday and said it could be adjusted at a later time if necessary.
Mr. Gooch motioned to set the regular meetings as the first and the third Thursday of each month. Mr. Duke seconded the motion.
On the motion of Mr. Gooch, seconded by Mr. Duke, which carried by a vote of 6-0, the Board voted to set the regular meetings of the James River Water Authority Board of Directors as the first and third Thursdays of each month at 2:00 p.m.
DISCUSSION - SETTING THE MEETING LOCATION
Mr. Gooch said he agreed with Mr. Payne’s suggestion of alternating locations based on the month.
Mr. Payne said his suggestion was that the Board meet in Fluvanna on the even-numbered months and in Louisa on the odd-numbered months. Mr. Payne said since this Board was a joint collaboration, alternating locations would give citizens from each County the opportunity to attend the meetings.
Mr. Gooch suggested changing odd-numbered months to Fluvanna and even-numbered months to Louisa since that was how it started.
Mr. Lawton asked if the Louisa County meetings would take place at the County Office Building. Mr. Mullen said yes.
Mr. Gooch motioned to set the meeting location as Fluvanna for odd-numbered months and Louisa for even-numbered months. Mr. Thomasson seconded the motion.
On the motion of Mr. Gooch, seconded by Mr. Thomasson, which carried by a vote of
6-0, the Board voted to set meeting locations as Fluvanna for odd-numbered months and Louisa for even-numbered months.
DISCUSSION - ISSUANCE OF REQUEST FOR PROPOSALS (RFP) FOR LEGAL SERVICES
Mr. Lawton said the issuance and language of the RFP was similar to the format used by Fluvanna County. Mr. Lawton said the closing date was set as May 21, 2009 so the responses could be reviewed and discussed at the first June meeting and candidates could then be interviewed.
Mr. Payne asked Mr. Lawton if he felt a two-week time period for response was adequate. Mr. Lawton said he did not expect an overwhelming response and only expected attorneys in the local area to respond.
Mr. Lawton motioned that, in the case for the request for proposal for legal advisor services, competitive sealed bidding was no longer practical due to the fact that the demonstrative relevant experience, knowledge, skills and abilities are key components to choosing the most appropriate vendor. Mr. Gooch seconded the motion. The motion passed 6-0.
Mr. Lawton motioned to authorize the request for issuance of the Request for Proposals for legal advisor services. Mr. Gooch seconded the motion. The motion passed 6-0.
DISCUSSION - BORROWING FROM, AND REIMBURSEMENT TO, THE COUNTIES OF FLUVANNA AND LOUISA
Mr. Lawton said the James River Water Authority was a new, separate organization and this was the first meeting. Mr. Lawton said it would be necessary for the Authority to go forward with the engineering and with paying the legal advisor that would be hired.
Mr. Lawton said the question that was raised was how much the Authority would borrow and would Louisa and Fluvanna adopt a resolution to reimburse the localities with any proceeds from future borrowing. Mr. Lawton said the main idea was having both localities appropriate money to the James River Water Authority with the intention that the money would be reimbursed at a later time.
Mr. Mullen said the Louisa County Board of Supervisors had acted in a budget worksession to place $50,000 in the Fiscal Year 2010 budget towards the expenses of the Authority with the understanding that a resolution would be adopted and the money would be reimbursed at a later point. Mr. Mullen said it was his hope that Fluvanna County would act to do the same.
Mr. Lawton said there was about $125,000 left from the water project and may be funds that the Fluvanna County Board of Supervisors would want to submit to the Authority. Mr. Lawton said that idea would have to be taken back to the Fluvanna Board for discussion. Mr. Lawton said if both the Fluvanna Board and the Louisa Board provided $50,000 it would give the Authority $100,000 to continue to operate. Mr. Lawton said those funds would be in the Fiscal Year 2010 budgets and would not be available until July 2009.
Mr. Gooch asked if that amount was going to be sufficient. Mr. Mullen said it would absolutely not be sufficient enough in the beginning. Mr. Gooch asked if July was going to be soon enough for the Authority to received the $100,000. Mr. Gooch asked if the Authority was going to incur any expenses between now and July 1, 2009 when the $100,000 became available. Mr. Mullen said one of the things the Board needed to think about was the fact that there were lawsuits pending in the name of the Authority. Mr. Mullen said he felt there was a need to have some interim legal counsel in place to handle pending litigation because there was not enough time to answer the request for proposal before the deadline of the pending lawsuit. Mr. Mullen said he felt the Board would incur expenses well before July 1, 2009. Mr. Mullen said he could commit up to $20,000 now which would help with finding interim legal services before hiring proper legal counsel with the RFP.
Mr. Mullen asked if he could get approval from the Board to move forward with the $20,000 from Louisa County to seek interim legal advice for the James River Water Authority so the Authority could make appropriate response to avoid a default on the current pending litigation.
Mr. Mullen motioned for the Board to allow him to move forward with the $20,000 from Louisa County to seek interim legal counsel in order to make a timely response to the current pending litigation against the Authority and avoid a default. Mr. Gooch seconded the motion. The motioned passed 6-0.
Mr. Mullen asked for a commitment from Fluvanna County that the money spent by Louisa County would be reimbursed 50-50. Mr. Lawton said he could not make that commitment at the time. Mr. Mullen said he was just asking for a commitment from Mr. Lawton to ask the Fluvanna Board. Mr. Lawton said he would ask the Fluvanna Board.
DISCUSSION - ESTABLISHMENT OF ACCOUNTING PRACTICES
Fiscal Agent
Mr. Lawton said he suggested that the Board ask Fluvanna County’s Finance Department to act as the Fiscal Agent.
Mr. Gooch motioned that the Board request for Fluvanna County to serve as the fiscal agent. Mr. Mullen seconded the motion. The motion passed 6-0.
Bank Account
Mr. Lawton said a bank account would be secured once the Authority had funds.
Mr. Mullen said Louisa County had a firm commitment to buy local and he would consider local banking options first.
Mr. Lawton motioned that the Authority use Virginia Community Bank as their bank. Mr. Gooch seconded the motion. The motion passed 6-0.
Tax ID Number
Mr. Lawton said the Authority just needed to apply for a tax ID number and he needed approval from the Board to do that.
Mr. Gooch motioned to allow the Treasurer to apply for a Tax ID number on behalf of the Authority. Mr. Thomasson seconded the motion. The motion passed 6-0.
DISCUSSION - TIMMONS GROUP
Mr. Lawton invited Mr. Joe Hines with the Timmons Group to make a presentation.
Mr. Hines said Timmons had been involved in the preliminary engineering so far. Mr. Hines said the next step would be to meet with various funding agencies. Mr. Hines said it would also be a good idea to start with some of the aspects that take a longer period of time such as survey work, etc. Mr. Hines said the engineering and design was important because that was needed in order to get bids out. Mr. Hines said the idea had been to break the project down into smaller chunks to go out to bid so that some local contractors could take advantage of some immediate work.
Mr. Hines said the idea was to get 100% of the engineering done so the project could be included in the next fiscal year budget.
Mr. Mullen said one of the items to focus on was the fact that this project would bring necessary employment and infrastructure now and in the years to come. Mr. Mullen said this project would also put local contractors to work. Mr. Mullen said everything needed to be done to publicize this project to local businesses.
Mr. Gooch asked Mr. Hines is the survey work was typically done in-house. Mr. Hines said the preliminary engineer work had survey work done by Bell Surveys. Mr. Hines said the new survey work would almost need to be started immediately in order to get the bid process started in about the third quarter of this calendar year.
Mr. Gooch asked if the contract with Timmons could be transferred to the Authority. Mr. Lawton said that was something that needed to be looked at almost immediately.
Mr. Gooch said there was a lot of work that needed to be started on soon.
MATTERS FROM THE PUBLIC
Mr. Bill Greg, said communication had been non-functioning in the past and the public should be notified of things going on.
Mr. Willie Gentry thanked the Board for agreeing to take on the job.
It was the consensus of the Board to adjourn the May 7, 2009 meeting at 2:34 p.m.
BY ORDER OF
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THOMAS E. PAYNE, CHAIRMAN
BOARD OF DIRECTORS
JAMES RIVER WATER AUTHORITY