147.02 BOARD OF DIRECTORS COMPOSITION.
   (a)    The Charles Town Utility Board of Directors shall consist of five members, who shall be appointed by the Charles Town City Council ("City Council"). No officer or employee of the City, other than the City Manager, whether holding a paid or unpaid office, shall be eligible to be appointed a Director. The Board of Directors structure shall be configured as follows:
      (1)   The Chair of the Board of Directors shall be the Charles Town City Manager or, in the event of a vacancy in the position, an interim representative appointed by the City Council.
      (2)    Not less than one Director should possess a professional background and/or experience in water and/or sewer utilities that would benefit the Board of Directors. Such background includes but is not limited to: engineering with a background in water and/or sewer utilities; land development; construction; accountant; legal; or environmental protection.
      (3)    Not less than one Director shall be a resident of Charles Town and a ratepayer in the System.
      (4)   Since CTUB has acquired the Ranson sewer system and as such provides services to the City of Ranson, the City Council will consider the City of Ranson's recommendation(s) for an individual to serve as one of the Directors, using the following process:
         A.   The City of Ranson shall have the right to nominate not more than three (3) individuals who are residents of Ranson and who reside within the service territory of Ranson; or an individual who is employed by the City of Ranson, to serve as a Director.
         B.   The City Council may select one (1) of the individuals so nominated by the process in the preceding paragraph, or the City Council may request the City of Ranson to nominate not more than three (3) additional individuals, each of whom shall satisfy all of the preceding paragraph's criteria, who have not previously been so nominated, for consideration by the City Council to serve as Director for the current vacancy.
         C.   Although the City Council is not obligated to appoint any of the nominees as Director using the above method, it is the intention of this section to provide a seat on the Board of Directors that best represents the interests of the City of Ranson. City Council retains the discretion to appoint a Director at will if a suitable nominee is not presented.
      (5)   Since CTUB has acquired the Jefferson County Public Service District (JCPSD) system and as such provides services to those areas previously serviced by the JCPSD, the City Council will consider the Jefferson County Commission's ("Commission") recommendation(s) for an individual to serve as one of the Directors, using the following process:
         A.   The Commission shall have the right to nominate not more than three (3) individuals to serve as a Director, each of whom shall satisfy all of the following criteria:
            1.   Resident of Jefferson County, West Virginia;
            2.   Customer of the CTUB served by the assets of the former JCPSD Sewer System, or extensions thereof; and
            3.   Customer of the CTUB paying the same prevailing sewer rate charged to the customers of the former JCPSD Sewer System.
         B.   The City Council may select one (1) of the individuals so nominated by the process in the preceding paragraph, or the City Council may request the Commission to nominate not more than three (3) additional individuals, each of whom shall satisfy all of the preceding paragraph's criteria, who have not previously been so nominated, for consideration by the City Council to serve as Director for the current vacancy.
         C.   Although the City Council is not obligated to appoint any of the nominees as Director using the above method, it is the intention of this section to provide a seat on the Board of Directors that best represents the interests of Jefferson County residents who are former JCPSD rate payers and are currently served by CTUB. City Council retains the discretion to appoint a Director at will if a suitable nominee is not presented.
         D.   The Commission shall then have the right to appoint an individual to serve as the County Liaison ("Liaison") to the Board of Directors, the identity of which individual shall be at the sole and exclusive discretion of the Commission, and such individual as Liaison:
            1.   Shall not be voting member of the Board of Directors, nor have the right to make or second any motion at a meeting of the Board of Directors;
            2.   Shall have the right to engage in all discussion and debate at meetings of the Board of Directors, with the exception of any executive session under W.V. Code Section 6- 9A-1, et seq., as would any Director, and such right to engage in discussion and debate of the Board of Directors shall not be limited as would a member of the public; and
            3.   Shall receive all notices of meetings and documents and other materials provided to the Board of Directors either in anticipation of, or prior to, any meeting of the Directors, except to the extent any such documents or other materials relate to, or are in connection with, any issue which could be considered in executive session by the Board of Directors pursuant to W.V. Code Section 6-9A-1, et seq.  (Ord.  2020-008.  Passed 5-18-20.)