[HISTORY: Adopted by the Board of Commissioners of York County as indicated in article histories. Amendments noted where applicable.]
GENERAL REFERENCES
Rail/Trail Authority — See Ch. 11, Art. VIII.
Parks and recreation — See Ch. 75.
[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Editor's Note: This ordinance also superseded former Art.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]
[1]
Editor's Note: See also Ch. 11, Authorities, Art. VIII, Rail Trail Authority.
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. 
Order of business.
(1) 
At the regular meetings of the Board of Authority, the following may be the order of business:
(a) 
Roll call.
(b) 
Reading and approval of minutes of previous meeting.
(c) 
Report of the Treasurer.
(d) 
Report of committees.
(e) 
Old business.
(f) 
New business.
(g) 
Miscellaneous.
(h) 
Announcement of next meeting date.
(i) 
Adjournment.
(2) 
The person chairing the meeting may solicit and receive, publicly, at any time during the meeting, the comments of visitors.
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
E. 
Whereas the Authority was incorporated on the 27th day of September 1990 in and by the provisions of the Municipalities Authorities Act, approved May 2, 1945, P.L. 382, as amended.[1]
[1]
Editor's Note: See 53 P.S. § 301 et seq.
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 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 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 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.
[1]
Editor's Note: The bylaws of the Rail/Trail Authority are included as Art. I of this chapter.
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.