(A) Short title. This section shall be known as the “Ordinance Establishing the Elwood International Port Authority.”
(B) Declaration. The Village of Elwood Board of Trustees hereby establishes the Elwood International Port Authority which shall be an agency of and funded by the Village of Elwood.
(C) Definitions. For the purposes of this section, the following definitions shall apply unless the context clearly indicates or requires a different meaning.
BOARD OF DIRECTORS. The Board of Directors of the Elwood International Port Authority.
BOARD OF TRUSTEES. The Board of Trustees for the Village of Elwood, Illinois.
CHAIRPERSON. The chairperson of the Elwood International Port Authority.
COMMERCIAL VEHICLE. Any vehicle as defined by ILCS Ch. 625, Act 5, § 1-111.8.
COUNTY. Will County, Illinois.
FISCAL YEAR. The fiscal year of the Elwood International Port Authority, which shall begin on May 1 of each year and end on the following April 30.
INTERNATIONAL PORT AUTHORITY. Created by this section pursuant to the Village of Elwood’s home rule powers. INTERNATIONAL PORT AUTHORITY shall be used interchangeably with “Elwood International Port Authority” and with the “Village of Elwood” or the “village.”
MEMBER. A member of the Board of Directors.
ORDINANCE. This section creating the Elwood International Port Authority.
PERSON. Any individual, corporation, limited liability corporation, organization, government, governmental subdivision or agency, business trust, estate, trust, partnership, association and any other legal entity.
REAL PROPERTY. All land and the buildings thereon, all things permanently attached to land or to the buildings thereon, and any interest existing in, issuing out of, or dependent upon land or the buildings thereon.
ROADWAY INFRASTRUCTURE. Any of the following publically owned access roads, roadways, bridges, and rights-of-way and improvements necessary and convenient thereto, including drainage structures, lighting, signage, and systems or structures necessary for the collection and enforcement of commercial vehicle user fees within the territorial limits of the Village of Elwood. ROADWAY INFRASTRUCTURE does not include any public right-of-way, roadway, highway, drainage structure, lighting or signage and improvements under the jurisdiction of the Illinois Department of Transportation.
STATE. The State of Illinois.
VILLAGE. The Village of Elwood, Illinois, a home rule unit.
(D) Purpose.
(1) The purpose of this section is to create the Elwood International Port Authority that will use available resources to exclusively promote and manage industrial, commercial and transportation activities, including the development, financing, and operation of roadway infrastructure and facilities and enhance public health, safety and welfare in the village.
(2) The Elwood International Port Authority will route traffic on these roadways to minimize impacts on residential neighborhoods and passenger vehicle traffic; promote the efficient movement of freight and the international transfer of freight between rail and truck; and address environmental concerns related to traffic congestion and concerns for Abraham Lincoln National Cemetery and Midewin National Tall Grass Prairie.
(3) The Elwood International Port Authority is an advisory body, and all decisions of the International Port Authority are subject to final approval by the Village Board.
(E) Creation and legal status of the International Port Authority.
(1) The Board of Trustees hereby establishes the Elwood International Port Authority which shall be an agency of and funded by the Village of Elwood.
(2) All facilities, equipment and supplies within the Elwood International Port Authority shall be governed by a Board of Directors as provided herein.
(3) The Elwood International Port Authority does not have supervisory authority over staff and personnel of the Village of Elwood.
(4) The Elwood International Port Authority does not have any direct supervision over the Water and Wastewater Treatment Plant or any other operations of the Village of Elwood.
(5) The Board of Directors shall be funded by the Village of Elwood.
(6) The territorial jurisdiction of the Elwood International Port Authority comprises Deer Run Industrial Park and CIC East and any publicly owned roadway infrastructure therein. The legal description of the areas over which the International Port Authority has jurisdiction is attached to Ord. 1016 as Appendix A.
(F) Principal office. The principal office of the International Port Authority shall be at Elwood Village Hall.
(G) Title to the International Port Authority assets. The Village of Elwood shall hold title to all roadway infrastructure and real property controlled by the Elwood International Port Authority.
(H) Tax exempt status. The village declares that the activities of the Elwood International Port Authority are governmental functions carried out by an instrumentality or political subdivision of the state as described in Section 115 of Title 26 of the United States Internal Revenue Code, or any corresponding provisions of any future tax code. The village also intends the activities of the Elwood International Port Authority to be governmental functions carried out by a political subdivision of this state, exempt to the extent provided under Illinois law from taxation by this state, including, but not limited to, ad valorem property tax exemption pursuant to the Property Tax Code, ILCS Ch. 35, Act 200, §§ 1-1 et seq.
(I) Compliance with law.
(1) The International Port Authority shall comply with all applicable federal and state laws, rules, regulations and orders.
(2) All law enforcement officers of the state have the same powers and jurisdiction within the boundaries of the International Port Authority’s territory as they have in their respective areas of jurisdiction.
(3) Law enforcement officers have access to the International Port Authority’s territory at any time for the purpose of exercising the law enforcement officers’ powers and jurisdiction.
(4) The Village of Elwood Chief of Police will ensure that all law enforcement within the territorial jurisdiction of the International Port Authority is subject to state statute and local ordinances and control.
(J) Board of Directors. The International Port Authority shall be governed by a Board of Directors that shall be appointed by the President of the Village of Elwood, subject to the approval of the Board of Trustees within 60 days of the adoption of this section. The Board of Directors shall consist of seven members.
(K) Appointment of members.
(1) The President of the Village of Elwood shall not appoint any person who has been convicted of a felony as a member of the Board of Directors. The President shall appoint new members to fill any vacancy within 60 days.
(2) The Board of Directors shall consist of the following:
(a) The President of the Village of Elwood;
(b) Three Village Trustees;
(c) A representative of the BNSF Railroad;
(d) Two representatives from businesses located within the jurisdiction of the International Port Authority.
(3) The Elwood Village Clerk shall serve as the International Port Authority Secretary, but shall be ineligible to vote.
(L) Term of office. Except as otherwise provided in this section, the members of the Board of Directors appointed under division (K) above shall be appointed for a term of three years. Each member, whether an initial member or subsequent member appointed shall serve until a successor is appointed. Any member who is appointed to fill a vacancy shall serve until the expiration of his or her predecessor’s term.
(M) Chairperson/members of the Board of Directors.
(1) The Village President will act as the Chairperson of the Board of Directors.
(2) The Chairperson shall preside at meetings of the Board of Directors, and is entitled to vote on all matters before the Board of Directors.
(N) Removal. A member may be removed by the President of the Village of Elwood prior to the expiration of the member’s term of appointment. The President shall provide written notice to that member, the Director and the Board of Trustees of the removal of that member from the Board of Directors.
(O) Meetings. The Board of Directors shall conduct its first meeting no later than 60 days after the appointment of the Board of Directors. The place, date, and time of the International Port Authority meetings shall be determined at the discretion of the Board of Directors. All meetings of the Board of Directors shall comply with the Illinois Open Meetings Act, ILCS Ch. 5, Act 120, §§ 1 et seq. All meetings will be held at the Elwood Village Hall.
(P) Bylaws, and policies and procedures. The Board of Directors shall adopt bylaws, procedures and policies consistent with the provisions of this section within 90 days from the first meeting of the Board of Directors.
(Q) Quorum and voting. A quorum shall be necessary for the transaction of any business by the Board of Directors. A majority of the Members of the Board of Directors shall constitute a quorum. The Board of Directors shall act by a majority vote of the members at a meeting at which a quorum is present. Presence for both quorum and voting shall be articulated by the Board of Directors in its bylaws or procedures in a manner consistent with the Open Meetings Act, ILCS Ch. 5, Act 120, §§ 1 et seq. A super majority shall be required to assess any fees, taxes or charges. Final approval of any action of the Elwood International Port Authority is required by Village Board.
(R) Open Meetings Act requirements. The Board of Directors shall comply with Open Meetings Act requirements including ensuring that:
(1) Minutes of all meetings of the Board of Directors and its committees shall be made and maintained as required;
(2) Annual audited financial statements shall be made and maintained as required;
(3) Notice of Board of Directors meetings shall be published at least 48 hours in advance.
(S) Board of Directors powers. The Board of Directors shall do all of the following consistent with Illinois law:
(1) Adopt, amend and/or repeal rules and policies and procedures governing the Board of Directors and its actions and meetings, and adopt, amend and/or repeal policies and procedures to implement day-to-day operation of the International Port Authority;
(2) Adopt or amend the International Port Authority’s budget to submit annually to the Village Board of Trustees for approval and adoption;
(3) Adopt, amend and/or repeal policies and procedures for contracting and procurement consistent with village policy.
(T) Fiduciary duty. The Members of the Board of Directors are under a fiduciary duty to conduct the activities and affairs of the International Port Authority in the best interests of the residents of the village. The members of the Board of Directors shall discharge their duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances.
(U) Compensation. Members of the Board of Directors shall serve without compensation. The International Port Authority may reimburse members of the Board of Directors for actual and necessary expenses incurred in the discharge of their official duties in an amount not to exceed $2,500 annually.
(V) Indemnification.
(1) The village shall defend and indemnify the International Port Authority and the members of the Board of Directors with respect to all claims or judgments arising out of their activities as members with respect to all negligence claims, and claims or judgments arising out of International Port Authority activities performed on behalf of the village. Decisions to settle indemnified claims shall be made by the village and shall not require the consent of the indemnified member. If a member declines representation by the village and/or its attorneys, the village shall have no obligation to defend or indemnify the member.
(2) The village shall not be obligated to indemnify the International Port Authority or member for:
(a) Punitive damages or liability arising out of conduct which is based upon willful or wanton conduct;
(b) Conduct which is outside of the scope of the International Port Authority’s granted powers;
(c) Any settlement or judgment in which the village did not participate;
(d) The defense of any criminal or disciplinary proceeding.
(W) General powers.
(1) The village, to the full extent of its constitutional and statutory authority, confers upon the International Port Authority the authority to do all things necessary or convenient to implement the purposes, objectives, and provisions of this section including, but not limited to, the following:
(a) To adopt, amend, and repeal bylaws for the regulation of its affairs and the conduct of its business;
(b) To adopt all needful resolutions, by-laws, rules, and regulations for the conduct of its business and affairs;
(c) To apply for and accept grants, loans, or appropriations for any governmental agency to be used for the stated purpose of the International Port Authority;
(d) To use any real property or roadway infrastructure or fixtures or any interest therein or to rent, license or lease such real property or roadway infrastructure to or from others or make contracts with respect to the use thereof, or to sell, lease, exchange, transfer, assign, pledge, or otherwise dispose of or grant options for any such real property or roadway infrastructure in any manner as it deems to be in the best interests of the International Port Authority and the public purpose thereof subject to approval by the Village Board of Trustees;
(e) To do all other things necessary or convenient to achieve the objectives and purposes of the International Port Authority or other laws that relate to the purposes and responsibilities of the International Port Authority.
(2) The International Port Authority is hereby prohibited from performing the following actions: collecting tolls for the use of roadway infrastructure located within the jurisdiction of the International Port Authority.
(X) No waiver of governmental immunity. No provision of this section is intended, nor shall it be construed, as a waiver by the village of any governmental immunity provided under any applicable law.
(Ord. 1016, passed 9-18-2013)