[HISTORY: Adopted by the Board of Commissioners of York County
as indicated in article histories. Amendments noted where applicable.]
[Adopted 1-14-2004 by Ord. No. 2004-01[1]]
[1]
Editor's Note: This ordinance also superseded former
Art. I, Bylaws, adopted 12-16-1991.
A.
Whereas, the County Commissioners of York County, Pennsylvania, have
created an Authority to conduct the affairs involved with the ownership
of the right-of-way of the former Northern Central Railway, and such
other lands as may be directed to the Authority by the County Commissioners,
or others;
B.
Whereas, the Secretary of the Commonwealth of Pennsylvania has issued
a Certificate of Incorporation, evidencing the incorporation of an
Authority under the Municipalities Authorities Act, approved May 2,
1945, P.L. 382, as amended,[1] said certificate bearing the date of the 27th day of September,
1990; and
[1]
Editor's Note: See 53 P.S. § 301 et seq.
C.
Now, therefore, the following are adopted as the bylaws of the said
Authority.
The name of the Authority shall be as specified in its Articles
of Incorporation, "York County Rail Trail Authority," hereinafter
referred to as "The Authority."[1]
The Seal of the Authority shall contain the name of the Authority
and the year of its incorporation, and shall be in the form of the
Seal impressed on the margin hereof, beside this section.[1]
[1]
Editor's Note: The Seal of the Authority is available
for inspection from the Rail Trail Authority.
The Authority shall exist in accordance with it Articles of
Incorporation, until dissolved according to law.
The purposes of the Authority shall be set forth in the aforesaid
Articles of Incorporation, and shall include the acquiring, holding,
constructing, financing, improving, maintaining and operating, owning,
leasing, either in the capacity of lessor or lessee, projects for
transportation and for parks, recreation grounds and facilities, in
and along the former Northern Central Railway line, extending from
the Maryland border into York County, and in and along any other rail
line, or other interests in property, hereafter acquired or held or
improved, maintained or operated by the Authority, and such other
lands as may be designated by the York County Commissioners, or by
gift, sale/purchase or exchange by other governmental units, corporations
or individuals.
The business of the Authority shall be conducted by, and the
property of the Authority shall be managed and controlled by, the
Board of the Authority consisting of its membership, as hereinafter
identified.
A.
Number, method of appointment and length of terms.
(1)
Number of voting members. All members, whether original or replacement,
shall be appointed by the York County Commissioners.
(2)
Additional member. In addition to the nine voting members, the County
Commissioners shall designate, in writing a nonvoting representative
for the County. Such representative shall be given notice of all meetings
of the Authority and shall be given the opportunity to speak on behalf
of the County.
(3)
Original members. The original members shall serve for terms as set
forth in the Articles of Incorporation. All new appointments, and
all reappointments, whether voting or nonvoting members, shall be
for five-year terms.
B.
Vacancies. Whenever a vacancy shall occur, either during or at the
expiration of the term of any member, the York County Commissioners
shall appoint a successor member to fill the unexpired term of such
member, or to a full term, as appropriate.
C.
Compensation. The Authority may establish reasonable and appropriate
compensation for Authority members attending to the business of the
Authority, but only with the prior approval of the County Commissioners.
Until further specific action is taken by the County Commissioners,
there shall be no compensation paid to the individual members.
A.
Annual meeting. The Authority shall hold its annual meeting on the
third Monday of October of each year, at 7:00 p.m. At that meeting,
the Authority shall conduct its organizational meeting. Officers,
as hereinafter set forth, shall be elected at such meeting. The Authority
shall establish regular meeting dates, times and places, and conduct
such other regular and appropriate business as the Authority deems
necessary at such meeting.
B.
Regular meetings. The Authority shall meet at regularly scheduled
dates, times and places, as frequently as the Authority deems appropriate
and necessary. Such meetings shall be duly advertised in accordance
with law. The regular meetings of the Authority shall be as scheduled
by action of the Authority.
C.
Special meetings. The Chairman, or any two Authority members, or
any of the then County Commissioners of York County, may call a special
meeting, by giving seven calendar days' written or personal notice
to each Authority member, supplemented by proper public notice. Notice
by telefax shall be considered adequate, written notice. The purpose
of any special meeting shall be stated in the notice.
D.
Public meetings and hearings. The Authority shall conduct such public
meetings and hearings as it deems appropriate and as required by law.
A sufficient record of the meeting or hearing shall be made and kept
by the Authority. The Authority shall give public notice of meetings
by posting the same at the offices of the Authority, if any, and by
reporting the same to at least one newspaper of general circulation
in York County.
E.
Quorum. A quorum for the transaction of business shall be not fewer
than five members actually present at the time of voting. However,
a smaller number may meet to discuss business deemed to be urgent,
providing they adjourn to a later time, when a quorum is obtained,
for voting.
F.
Majority. The Authority shall conduct its business by the rule of
the majority vote of the members present at each meeting where a quorum
is present.
G.
H.
Manner of voting. The voting on all questions considered by the Authority
shall be voice vote, unless any member shall request that the vote
be by roll call. In the case of a roll call, the number of ayes and
nays shall be entered upon the minutes of the meeting, unless the
vote is unanimous, in which case the minutes shall so indicate. Any
member wishing to be designated as having abstained from voting shall
have the right to an appropriate notation in the minutes.
A.
Officers. The officers of the Authority shall consist of a Chairman,
Vice Chairman, a Treasurer and a Secretary.
B.
Duties.
(1)
Chairman. It shall be the duty of the Chairman to preside at all
regular and special meetings of the Authority, to have general supervision
and direction of all other officers and committees, to see that the
duties of the officers and purposes of the committees are properly
performed, to appoint committee members, to be an ex officio member
of all committees and, to the extent authorized by the Authority,
to execute contracts, agreements, applications, and other documents
for the Authority.
C.
Vice Chairman. The Vice Chairman shall perform the duties of Chairman,
in the absence of a Chairman, and shall perform such other duties
as may be prescribed by the Chairman or the Authority.
D.
Treasurer. It shall be the duty of the Treasurer to maintain full
and accurate accounts of receipts and disbursements in records belonging
to the Authority, to deposit all monies and other items of value in
the name of the Authority in such institutions as the Authority shall
select and direct, to disburse funds as the Authority shall direct,
and to regularly report the financial status of the Authority to the
membership.
E.
Secretary. It shall be the duty of the Secretary to accurately record
the minutes and votes at all meetings in books belonging to the Authority
and to be kept for that purpose. The Secretary shall give proper notice
of all meetings to the Authority members and the public. The Secretary
shall notify the then County Commissioners of any vacancy on the Authority
Board, and shall forward to the said Commissioners any recommendations
that have been authorized by the Authority membership. The Secretary
shall be the custodian of the Seal of the Authority, and shall affix
the said seal to instruments requiring the same, as directed and authorized
by the Authority.
F.
Absence or vacancy. In the absence of any officer, or in the event
of a vacancy in any office, the Authority may designate another Authority
member to perform the absent officer's duty, or to fill the vacancy
from the Authority membership, until the annual organizational meeting.
G.
Executive committee. The members of the Board of the Authority may
designate the officers of the Authority to serve as an Executive Committee
for the general operation of the day-to-day business of the Authority
and for responding to emergency situations; however, all such actions
shall be subject to ratification by the Board of the Authority at
its next meeting.
A.
Appointment. The Authority, from time to time, as it deems appropriate,
may appoint such persons or firms to offer advice to the Authority,
including, but not limited to, a solicitor, an accounting or auditing
firm for the annual auditing of its books, and an engineer. Such appointed
positions shall serve at the pleasure of the Authority or in accordance
with contracts or agreements made between such professionals and the
Authority. If any such person or firm shall be paid from the general
funds of the County of York, such appointment shall not be made until
30 calendar days after written notice from the Secretary of the Authority
to the County Commissioners of the intent to make such appointment,
and no written notice of objection is received from the Commissioners.
B.
Compensation. The Authority shall establish compensation to be paid
to any such appointed personnel, subject to the same right of disapproval
by the County Commissioners if the general funds of the County are
to be used for the compensation.
A.
The Authority shall indemnify, to the fullest extent permitted by
law, any and all persons who may serve or have served at any time
as members of the Authority or employees of the Authority and their
heirs, administrators, successors and assigns against any and all
judgments against such persons in any action, suit or proceeding in
which they, or any of them, are made parties or are a party by reason
of being or having been a member of the Authority or an employee of
the Authority where there is a financial judicial determination that
the act of the member of the Authority or the employee which gave
rise to the action, suit or proceeding was or the member of the Authority
in good faith reasonably believed that such act was within the scope
of the office or duties of such person, provided that the member of
the Authority or employee being indemnified, shall have given to the
Authority timely prior written notice of the claim if such member
of the Authority or employee for such indemnification, as required
by the act. For this purpose, notice shall be deemed to be timely
if given not later than 14 calendar days after the service of notice
of commencement of the action resulting in the judgment for which
indemnification is claimed.
B.
Defense of action. When an action is brought against a member of
the Authority or an employee and either it is alleged that the act
which gave rise to the claim was within the scope of the office or
duties of the member of the Authority or employee, or the Board of
the Authority determines that such act was within the scope of such
office or duties of the member of the Authority, or the employee in
good faith reasonably believed the act was within the scope of such
office or duties, then, upon written request of the member of the
Authority or the employee, made not more that 14 calendar days after
the service of notice of the commencement of the action, as provided
in the act, the Authority shall defend the action on behalf of the
member of the Authority or its employee, at its own expense or, at
its option, provide independent representation for the member of the
Authority or employee, also at the expense of the Authority; and the
Authority shall also pay, on behalf of the member of the Authority
or employee, amounts payable in any settlement which settlement has
been approved by a disinterested majority of the Board of the Authority
or, in the absence thereof, approved by independent counsel for the
Authority.
C.
Refusal to indemnify. Notwithstanding the foregoing sections of these
bylaws, the Authority shall not indemnify a member of the Authority
or employee where there is a final, judicial determination that, and
the Authority shall not provide any legal defense where the Board
of the Authority reasonably determines that, the act of the member
of the Authority or employee which gave rise to the action, pursuit
or proceeding constituted a crime, actual fraud, actual malice or
willful misconduct.
The Authority may establish such bank accounts at such institution
as it deems appropriate and convenient, and shall designate one or
more of its officers to make deposits or entries from or to the same,
and shall designate that withdrawals or payments may be made upon
the signatures of the Chairman, Vice Chairman, Secretary or Treasurer,
two signatures being required in each event.
The Board may have such standing and ad hoc committees as it
may deem appropriate. Each committee of the Board shall be appointed,
as above provided, and shall include at least one member of the Board,
together with such other persons as may be deemed appropriate and
beneficial.
Nothing in these bylaws shall be considered to conflict with
the Articles of Incorporation of this Authority, or with the laws
of the Commonwealth of Pennsylvania. If, as the result of such conflict
or otherwise, any part of these bylaws is determined to be invalid,
the remaining sections of the bylaws, and parts thereof, shall continue
in full force and effect.
These bylaws may be amended by the affirmative vote of not fewer
than six of the members of the Authority Board, taken at any regular
or special meeting called for the purpose, upon 10 calendar days'
prior written notice, which notice shall include the changes contemplated.
[Adopted 3-23-1992]
Understanding reached the 23rd day of March 1992 between and
among the Board of Commissioners of York County, Pennsylvania, hereinafter
referred to as the "Commissioners," and the appointed members of the
York County Rail/Trail Authority of York County, Pennsylvania, hereinafter
referred to as the "Authority," witnesseth:
A.
Whereas in response to the recommendations of a York County citizens'
group the Commissioners have negotiated for and obtained the conveyance
of the Northern Central Railroad line, extending from the Maryland-Pennsylvania
border through New Freedom, Railroad and Seven Valleys to the environs
of the City of York;
B.
Whereas the purpose for said acquisition was to provide a rail/trail
public corridor for rail transportation and for pedestrian, bicycle
and horseback recreational use and to protect and preserve the right-of-way
for the benefit of the county, as that may be determined in future
years;
C.
Whereas the proper care, control, supervision and development of
the right-of-way require an amount of attention and expertise which
may not be available from the Commissioners at all times;
D.
Whereas the Commissioners have appointed a group of individuals to
constitute the Authority for the purposes of construction, operation
and maintenance of the property for the benefit of the county and
to provide the attention and expertise as maybe required; and
The terms hereof shall be effective as of the date of incorporation
of this Authority.
The Authority shall have the primary responsibility for the
construction, operation, maintenance, security, management and promotion
of the right-of-way as a rail/trail park and for such other purposes
as may appear to be for the benefit of the citizens of York County.
As agent for the Board of Commissioners, the Authority shall
have the power to conduct negotiations for, and subject to, the conditions
set forth hereafter and to sign agreements for the following:
A.
Contracts for the lease, purchase or conveyance of rights-of-way,
fee simple interests or other interests in real property which are
consistent with the development objectives of a York County Rail/Trail
System and the Authority's Articles of Incorporation; any such
contract which provides for the sale of rail/trail real property or
which provides for the lease of rail/trail real property during an
initial or renewal period longer than one year shall be presented
to the Board of Commissioners for approval or rejection before execution
by the Authority as agent. Renewals which are specifically provided
for in the original lease and which have been approved by the Board
of Commissioners need not be returned for additional approval by the
Board of Commissioners.
B.
Terms and conditions for the use of the rail line with the Southern
York County Corporation (SYCC), the Stewartstown Railroad and any
successor railroad-operating entities or any other railroad-operating
entities for the use of the rail line on the subject right-of-way;
any such agreement or statement of terms and conditions shall be presented
to the Board of Commissioners for approval or rejection before execution
by the Authority as agent.
C.
Leasing the rail lines to entities other than SYCC and/or the Stewartstown
Railroad, provided that any such lease or contractual arrangement
does not interfere with the basic lease to SYCC, together with railroad
options, including operating rail services themselves, whether passengers
or freight, under the name of the Authority, if the Authority so desires;
any such agreement shall be presented to the Board of Commissioners
for approval or rejection before execution by the Authority as agent.
D.
Installation of fiberoptic cables or any agreement for any other
long-term (i.e., more than one year) or any agreement requiring construction
of a permanent structure upon or in the real estate; any such agreement
shall be presented to the Board of Commissioners for approval or rejection
before execution by the Authority as agent.
The Authority shall have the power to set rules and regulations
for the use of the railroad line and of the trail contemplated by
this understanding.
The Authority shall have the authority to provide whatever security
it deems to be necessary and/or desirable, whether by use of county
park rangers, Pennsylvania State Police or otherwise.
The Authority shall have the authority to negotiate and sign
contracts of employment and for the delivery of goods and/or services
for the facilities or operations developed and to be developed on
the subject tract.
The Authority shall have the authority to set fees or charges
for the development or use of this right-of-way and portions thereof;
such fees shall be for the creation, development, expansion, management
and maintenance of the anticipated rail/trail facilities and operation.
The Commissioners may convey to the Authority the legal title
to the right-of-way, if such a conveyance appears to be in the interests
of the county.
The Authority shall have the right to solicit and obtain funds
from any sources available, including county, state or federal grants
or loans, individual or corporate donations, whether in cash or in
kind, and from any other source which does not create an obligation
of the Commissioners.
The Authority shall have the power to set fees or charges for
the short-term (one year or less) development or use of the subject
right-of-way and any portions thereof; the revenues for such fees
shall be retained by the Authority for the creation, development,
expansion, management and maintenance of the anticipated rail/trail
facilities and operations. To the extent that funds obtained from
these sources exceed the moneys necessary for the reasonable creation,
development, expansion, management and maintenance of the anticipated
rail/trail facilities and operations, such excess shall be applied
for reimbursing the county for funds previously advanced to, or expended
on account of, the rail/trail project.
The Authority shall maintain a bank account or bank accounts
into which all moneys received shall be deposited for development,
expansion, protection, security, improvement, promotion or other benefit
of the anticipated rail/trail project.
The Authority shall have the authority to apply for and obtain
tax-exempt status with the United States Internal Revenue service,
if that status is not automatically conferred upon the Authority by
virtue of the county's broad tax exemption.
The Authority shall have the authority to seek and obtain rail
banking status from the federal government or any other appropriate
authority, as the York County Rail/Trail Authority deems appropriate,
for portions, or all, of the subject right-of-way.
The Authority shall have the authority to adopt such bylaws
as it deems necessary or appropriate for the proper administration
and functioning of the Authority.
The Authority shall be independent of other authorities and
departments appointed by the Board of Commissioners; nevertheless,
it is intended that the Authority shall work cooperatively with the
York County Parks Department because of their mutual interests and
responsibilities.
All of the above powers, authority and responsibility shall
apply to any additional rail or rail/trail property which is placed
in the hands of this Authority, whether by the County Commissioners
or others.
