R-08-01RESOLUTION 08- O1
AUTHORIZING MEMBERSHIP AND PARTICIPATION IN THE NORTHEASTERN
ILLINOIS PUBLIC SAFETY TRAINING ACADEMY ( NIPSTA)
WHEREAS, a number of municipalities and fire protection districts located in
northeastern Illinois formed the Northeastern Illinois Public Safety Training Academy study
entity which organized and appointed officers on July 23, 1997; and
WHEREAS, the purpose of the study entity was to complete a site master plan; a
business plan; prepare a workable governance structure; negotiate a lease agreement with the
Village of Glenview owner of the proposed academy site; and such other due diligence activities
as would be necessary to determine the feasibility of creating a full service Police and Fire
Training Academy to be located on approximately a twenty -one acre parcel made available by
the Village of Glenview on the former Glenview Naval Air Station site; and
WHEREAS, the study entity Board of Directors did in fact undertake and complete a site
Master Plan which was done in conjunction with Teng and Associates, Inc., and dated May 25,
1999; and
WHEREAS, the study entity Board further employed the services of Mesirow Stein Real
Estate, Inc., and completed a detailed business plan for a training academy which included an
initial proposed budget for operations dated June 6, 2000; and
WHEREAS, the study entity Board created a governance structure in the form of a
contract and bylaws document with the final Draft, dated February 14, 2001, having been
recommended by the study entity Board of Directors; and
WHEREAS, the Glenview Village Board unanimously adopted Resolution 01 -10 on
March 6, 2001, authorizing a lease agreement with NIPSTA for the referenced site under terms
and conditions favorable to the formation and operation of a permanent training academy; and
WHEREAS, the study entity Board of Directors, after completing all of these plans,
studies, and documents, has thoroughly reviewed this material and at a Board meeting held on
February 13, 2001, voted unanimously, with one abstention, to recommend that the member
jurisdictions establish a permanent training academy also to be known as the
Northeastern Illinois Public Safety Training Academy (NIPSTA) which will occupy the site
provided by the Village of Glenview; and
WHEREAS, the Corporate Authorities of the Village of Deerfield have received and
reviewed a copy of the final report of the study entity dated March 2001, along with co pies of
the various plans and studies completed by the entity; and
WHEREAS, the Corporate Authorities of the Village of Deerfield concur with the
findings of the study entity Board that the creation and operation of a permanent public safety
training academy on this site will be a direct benefit to the Village of Deerfield and will promote
the general health, safety, and welfare of the residents served by public safety agencies within
this region.
NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF
TRUSTEES OF THE Village of Deerfield AS FOLLOWS:
SECTION l: The Corporate Authorities do hereby incorporate the foregoing
WHEREAS clauses into this Resolution as though fully set forth therein thereby making the
findings as hereinabove set forth.
SECTION 2. The President of the Village of Deerfield is hereby authorized to execute
and the Clerk of the Village of Deerfield is authorized to attest the Intergovernmental Agreement
and Contract and Bylaws which is attached hereto and incorporated herein authorizing
membership for the Village of Deerfield in the Northeastern Illinois Public Safety Training
Academy (NIPSTA).
SECTION 3. The Corporate Authorities of the Village of Deerfield further select and
designate Barbara K. Little, P.E. to serve as the delegate and Brad C. Fink to serve as the
alternate delegate representing the Village of Deerfield on the Northeastern Illinois Public Safety
Training Academy (NIPSTA) Board of Directors.
SECTION 4: That this Resolution shall be in full force and effect upon its passage and
approval.
PASSED THIS 7th DAY OF Januar2008.
AYES: Benton, Feldman, Jester, Rosenthal, Seiden, Struthers (6)
NAYS: None (0)
ABSENT: None (0)
Village of Deerfield
NIP STA/resolute,auth o membership and participation
INTERGOVERNMENTAL
AGREEMENT
CONTRACT &. BYLAWS
Amended December 4, 2007
Table of Contents
INTERGOVERNMENTAL AGREEMENT .............................................................. ..............................1
CONTRACT& BYLAWS .................:......................................................................... ..............................1
ARTICLE I: PURPOSE AND SCOPE ....................................................................... ..............................1
ARTICLEII: NAME .................................................:............................................. ..............................2
ARTICLE III: DEFINITIONS .................................................................................... ..............................2
ARTICLE IV: PARTICIPATION
Section1— Voting Members ............................................................................. ..............................3
Section2 — Non - Voting Affiliate Members ..................................................... ..............................3
Section 3 - Membership and Withdrawal or Expulsion. .............::............... ..............................3
ARTICLE V: GOVERNANCE & ORGANIZATION
Section1— Board of Directors ..............................................:.......................... ..............................5
Section2 — Elected Officers ...............................................................:............. ..............................7
Section2 — Special Meetings ............................................................................ .............................15
Section3 — Executive Committee ..................................................................... ..............................8
Section 3 — Quorum .......................................................................................... .............................16
Section4 — Standing Committees ..................................................................... ..............................9
Section 4 — Rules of Order........ ....................................................................... .............................16
Section5 — Training Council ........................................................................... .............................12
Section5 — Voting Procedure .......................................................................... .............................16
Section6 — Compensation and Reimbursement... ............................................... oo .... o ..................
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ARTICLE VI: STAFF
Section1— Executive Director ........................................................................ .............................13
ARTICLE VII: FINANCE
Section1— Fiscal Year ..................................................................................... .............................14
Section 2 — Annual Dues and Special Assessments ....................................... .............................14
Section3 — Budget ............................................................................................ .............................14
Section4 — Indebtedness .................................................................................. .............................15
Section5 — Audit .............................................................................................. .............................15
ARTICLE VIII: MEETINGS AND PROCEDURES
Section1— Regular Meetings .......................................................................... .............................15
Section2 — Special Meetings ............................................................................ .............................15
Section 3 — Quorum .......................................................................................... .............................16
Section 4 — Rules of Order........ ....................................................................... .............................16
Section5 — Voting Procedure .......................................................................... .............................16
Section6 — Amendments .................................................................................. .............................17
ARTICLE IX: PROPERTY AND EQUIPMENT
Section1— Owned/Loaned Property .............................................................. .............................17
ARTICLE X: LIABILITY AND INDEMNIFICATION ................................................ .............................17
ARTICLE XI: DISSOLUTION .................................................................................. .............................20
ARTICLE XII: RATIFICATION AND SEPARABILITY ............:.................................. .............................21
ARTICLE XIII: CONTRACTUAL OBLIGATION ......................................................... .............................22
INTERGOVERNMENTAL AGREEMENT
THIS INTERGOVERNMENTAL AGREEMENT IS ENTERED INTO by and between the units
of local government or public agencies as defined in the Statutes of the State of Illinois and pursuant to
Article VII, Section 10 of the 1970 Constitution of the State of Illinois, and 5 ILCS 22001, et seq of the
Illinois Compiled Statutes (2000 State Bar Edition)._
In order to accomplish certain goals and aims of the various members, the following hereafter is
the contract and by =laws for the public agency to be established under the name of Northeastern Illinois
Public Safety Training Academy (NIPSTA), which will set forth the obligations and responsibilities of the
cooperating units of government and other members as hereinafter specified and further, shall be
organized and governed as stipulated in this contract and bylaws.
NOW THEREFORE, in consideration of the promises, mutual covenants, and agreements to be
performed by the parties, the Contract and Bylaws of NIPSTA are as follows:
CONTRACT & BYLAWS
Northeastern Illinois Public Safety Training Academy
ARTICLE I: PURPOSE AND SCOPE
The Northeastern Illinois Public Safety Training Academy (NIPSTA) is a cooperative venture
voluntarily established by contracting units of local government. The general purpose is to provide for an
organization of geographically related municipalities and public safety agencies in the area of
metropolitan Chicago through which the participants may jointly and cooperatively provide for the
establishment, operation and maintenance of a public. safety training facility to provide instructional,
training and research programs of mutual concern for the use and benefit of the participants and others.
In order to keep this objective, the Northeastern Illinois Public Safety Training Academy will
provide for its autonomous members a forum through which they may jointly study and solve mutual and
instructional problems; exchange viewpoints and experiences in matters of public safety interest; further
intergovernmental cooperation; and, whenever deemed necessary, develop a strategy and plan of action
for the purpose of achieving common goals.
ARTICLE II: NAME
The name of the organization is the Northeastern Illinois Public Safety. Training Academy
( NIPSTA), hereinafter referred to as the "Academy."
ARTICLE III: DEFINITIONS
Academy The Academy shall mean the Northeastern Illinois Public Safety Training Academy
( NIPSTA); which is an intergovernmental agency as a result of the acceptarice by
the member jurisdictions having executed the appropriate Intergovernmental
Agreement.
Board of Directors The Academy Board of Directors shall be the governing board and shall be
comprised of designated representatives (delegates) or alternates from voting
members, as is provided for in Article V, Section 1.C. The Board of Directors.
shall elect all NIPSTA officers.
Chief Executive The President of the.Board of Directors shall be the Chief Executive Officer of the
Officer (C.E.O.) Academy.
Executive A committee comprised of all Elected Officers of the Academy, along with the
Committee Immediate Past President, the Chairpersons from each of the Standing Committees,
and one Board Member at- large.
Executive Director An employee of the Academy who shall be the Chief Administrative Officer of the
Academy and shall be responsible for the daily operation of the Academy under the
direction of the President.
Member A Member shall be a municipality or fire protection district whose governing board
has adopted the model or similar resolution authorizing participation in NIPSTA;
and has further executed the necessary Intergovernmental Agreement, including the
Contract and Bylaws, to facilitate membership; and has paid the necessary dues
assessments to remain an active Member of NIPSTA. Member municipalities and
fire protection districts shall have membership alternatives as specified in Article
IV of this document. Further, the Board of Directors may establish standards and
criteria for nori- municipal "affiliate"' membership from time to time should a
majority of the Board approve both the membership criteria and each affiliate
application. Each approved Affiliate Member must pay dues and abide by all
membership criteria approved by the Board of Directors.
Public Safety A division within a municipality that provides public safety services, specifically,
Department . Police, Fire,' Emergency Medical Services, Rescue, Public Works, or Emergency
Management.
Standing Committee The individual selected to chair each of the Standing Committees identified in
Chairperson these Bylaws.
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Training Council The Training Council shall be comprised of the chairpersons of the committees on
Fire/Emergency Medical. Services Training, Police/Law Enforcement Training,
Public Works Training, and Private Industry Training; and shall be chaired by the
Vice- President of.the Board of Directors who shall also be known as the Training
Council Coordinator when acting in this capacity.
Training Council The Vice - President of the Board of Directors shall be the Training Council
Coordinator Coordinator, who shall chair all Training Council meetings and coordinate all
Council activities.
ARTICLE IV: PARTICIPATION
Section 1= Voting Members
All cities, villages, and fire protection districts within the Chicago metropolitan area that provide
public safety services are eligible for participation as "voting. members."
Participation shall be contingentupon the adoption of the enabling resolution authorizing ..
membership in the Academy, the execution of the Contract and Bylaws of the Academy, and the payment
of such sums and under such conditions as are set forth by the Board of Directors. New participants shall
be admitted upon the recommendation of a majority vote of the Executive Committee and approved by
majority vote of the Board of Directors.
Section 2 - Non - Voting Affiliate Members
School districts, park districts or other governmental units or bodies, joint action agencies, public
utilities, and other interested companies or organizations are eligible to become non - voting affiliate
members. Such non - voting members shall be entitled to attend and participate in all meetings, receive
Academy reports and publications and participate in training activities at the same cost as full Academy
Members but shall not be entitled to vote. Non - voting affiliate members must be agencies or
organizations whose boundaries or service areas are generally consistent with those of the existing
membership and who, upon the recommendation of a majority vote of the Executive Committee, are
approved by a majority vote of the Board of Directors.
Section 3 - Membership, and Withdrawal or Expulsion
A. Academy Membership. Academy membership shall be for (1) one -year periods that coincide with
calendar years, provided, however, that initial membership may begin in the middle of a year,
with first -year dues (as provided in Article VII) prorated accordingly. Withdrawal of membership
can be accomplished by notification from the withdrawing entity to the Board of Directors, such
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notification to be made no later than one (1) year prior to the start of the calendar year that the
withdrawal is. to become effective, and such membership withdrawal shall become effective on
January Vt of that calendar year. Withdrawal of an entity does not remove or eliminate the
responsibility of the withdrawing entity for any long -term indebtedness encumbered during its
period of membership, if any, provided however that a Member who has provided notice of
withdrawal shall not be required to accept any responsibility for any indebtedness incurred by the
Academy following the date of notification of pending withdrawal. Members withdrawing
membership waive all dues paid prior to the withdrawal date arid. all other assessments, fees,
charges or equity paid or earned prior to their withdrawal date. Members shall fall into one of the
following categories:
1. Municipal Member. A Municipal Member may join with one or more Public Safety
Departments, and shall be assessed dues for each such Public Safety Department according to a
schedule as may be adopted in the annual budget approved by the Board of Directors. If a,
municipality is a Member with all Public Safety Departments (Police, Fire/EMS, Public Works),
then all other employees of the municipality may attend tr aining at, or sponsored by, NIPSTA at
the NIPSTA member tuition rates.
2. Fire Protection District Member. A fire protection district shall be assessed membership
dues according to a schedule as may be adopted in the annual budget approved by the Board of
Directors. All employees of a fire protection district shall be eligible to participate in NIPSTA-
sponsored training activities at the NIPSTA member rate.
3. Affiliate Member. The Board of Directors may from time to time establish such standards
and criteria, including a dues structure, as a majority of the Board may deem appropriate for non-
voting affiliate members. Affiliate Members may include other governmental entities, joint action
agencies, public utilities, private corporations, or educational institutions that may from time to
time be approved for affiliate membership upon the affirmative vote of a majority of the Board of
Directors.
B. Expulsion of Members. The Academy membership may, by a vote of two - thirds (%) of the
membership of the Board of Directors, expel any Member of the Academy. Such expulsion shall
take effect at the beginning of the next fiscal year, unless determined otherwise by the Board of
Directors, and may be carried out for one or more of 'the following reasons:
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1. Failure to pay any and all dues and assessments levied by the Academy.
2. Failure to carry out any obligation; condition or requirement of the Academy pursuant to
the Contract and Bylaws or other written intergovernmental agreements or Academy
policies enacted by majority vote of the Board of Directors.
No Member may be expelled except after notice from the Board of Directors to.the defaulting
Member of the alleged failure, along with a reasonable opportunity of not less than thirty (30) days
to cure the alleged failure. The Member may request a hearing before. the Board of Directors prior
to. any decision regarding expulsion. The President shall set the date for a hearing which shall not
be less than fifteen (15) days after the expiration of the time to cure the default has passed. A
decision by the Board of Directors to expel a Member after notice and-hearing and. failure to cure
the alleged defect shall be final. After expulsion, the former Member shall continue to be fully
obligated, as required in Paragraph A of this Article IV, Section 3.
ARTICLE V: GOVERNANCE & ORGANIZATION
Section 1 - Board of Directors
A. Board Established. The Board of Directors is hereby established as the Governing Board for the
Academy.
B. Intent and Purpose. The purpose of the Board of Directors is to serve as the governing Board that
makes all final policy decisions, sets goals and objectives, and is responsible for the governance of
the Academy:
C. Membership, Term of Office and Voting. Each voting member of the Academy shall have one (1)
delegate and up to two (2) alternate delegates on the Board of Directors, all of whom shall be
selected as determined most appropriate by such Member, and officially designated by resolution
adopted by the Corporate Authorities of such Member. Each Member shall have one (1) vote,
which may be cast by the delegate or alternate member provided, however, a roll call vote will be
required to show the affirmative vote of at least two - thirds (%) of the Board of Directors in order
to adopt the annual budget, establish membership dues, authorize special assessments, authorize
indebtedness, amend this Contract and Bylaws, or hire /remove an executive director; and a roll
call vote will be required to show the affirmative vote of at least three- quarters (3/4) of the Board
of Directors in order to dissolve the Academy, pursuant to Article XI. All other actions of the
Board of Directors will require a simple majority of the Members present and voting, except as
provided elsewhere in this Contract and Bylaws. Voice votes will normally be used to conduct
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Academy business provided, however, a roll call vote may be requested by any Board Member in
attendance at a meeting for any other item of business not specified in this section. Both the
delegate and alternate shall be permitted to attend all Board meetings and participate in Academy
activities; however each Member shall have only one (1) vote at such meetings.
D. Duties and Authority. As the Governing Board, the Board of Directors shall have the final
authority to set policy and to govern the overall operations of.the Academy, except as specifically
delegated elsewhere in this Contract, and Bylaws document or as delegated by the Board of
Directors. Those powers and duties shall include:
1. Setting overall goals and objectives to accomplish the Academy's mission as a public
safety training facility.
2. Developing plans and authorizing financing for the necessary build -out of the site and
maintaining responsibility for the continuing care. and development of the facility.
3. Reviewing and approving the annual budget and overseeing the financial operations of the
Academy.
4. Making appointments to standing and ad hoc committees and task forces. .
5. Approving written rules and policies, and authorizing contracts with Member communities,
other governmental jurisdictions, and private business enterprises.
6. Hiring an Executive Director, developing and, from time to time, approving changes in
personnel policies and rules and regulations as may be necessary for recruiting and
maintaining adequate staff to meet Academy objectives.
7. Appointing a Nominating Committee, when required, who shall be selected from among
Members of the Board of Directors to review qualifications and prepare a proposed slate of
officers for the Academy.
8. Adopting and maintaining procurement and purchasing policies for the Academy
consistent with State laws governing purchasing and procurement by the Member public
agencies of the Academy.
9. Taking such other actions and making policy decisions regarding the operation of the
Academy as may be necessary from time to time.
E. Meetings. Regular and special meetings of the Board of Directors shall be scheduled and
procedures followed as stipulated in Article VIII, "Meetings and Procedures," of this Contract and
Bylaws.
Section 2 - Elected Officers
A. Offices Created: There shall be a President,. Vice - President, Secretary and Treasurer nominated
and elected by the Board of Directors, who shall constitute the elected officers of the Academy.
B. Intent and Purpose. The elected officers shall form the nucleus of the Executive Committee and
each shall fulfill the powers and duties granted in this Section of the Contract and Bylaws.
C. Membership and Term of Office. The President, Vice- President and Secretary shall be selected
from among the members of the Board of Directors; however, the Treasurer who shall also be
elected by the Board, need not be a member of the Board of Directors. All officers will be elected
for two -year terms and will serve until their successors are elected and take office.
D. Duties and Authority. The officers of the Academy shall have the duties and authority as
stipulated:
1. President. The President, shall be the Chief Executive Officer of the Academy and shall
preside at all meetings of the Board of Directors and the Executive Committee. The
President shall also sign all resolutions and other policy statements adopted by theBoard of
Directors and shall also execute contracts entered -into by the Academy with other
jurisdictions or private business enterprises.
2. Vice - President. The Vice- President shall serve as presiding officer in the absence of the
President and shall represent the Academy as directed by the President or in the President's
absence. The Vice - President shall also chair the Training Council and serve as Council
Coordinator.
3. Secretary. The Secretary shall be responsible for keeping all the official records of the
Academy, taking minutes of all Board of Directors meetings, being the custodian of the
Corporate Seal, and shall attest the signature of corporate officials as required on necessary
legal documents.
4. Treasurer. The Treasurer shall be responsible for overseeing all financial operations of the
Academy, including accounting for all revenues and expenditures, preparation of the
annual budget and the authorization of all warrants for payment of all goods and services
acquired by the Academy. The Treasurer shall also cause an annual audit to be completed
by an independent Certified Public Accountant (CPA).
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Section 3 - Executive Committee
A. Committee Established. There is hereby established an Executive Committee of the Board of .
Directors, comprised of all Elected Officers, the Immediate Past President, the Chairpersons of all
Standing Committees, and one Board Member at- large.
B. Intent and Purpose. The Executive Committee shall be responsible for overseeing the Academy's
day -to -day operations, which will be under the control of an appointed Executive Director, and
shall insure the implementation of all policies.established by the Board of Directors.
C. Membership. The Executive Committee shall be comprised of the President,. Vice- President,
Secretary, Treasurer, Immediate Past President, Chairpersons of all Standing Committees, and one
Board Member at- large. In. addition, the Executive Committee may authorize a representative
from a non - voting member to be appointed as an ex- officio member of the Executive. Committee,
however each such appointment. will be reviewed annually.
D. Duties and Authorities:
Insure all policies approved by the Board of Directors are fully implemented by the
Executive Director and his/her staff.
2. Establish the criteria, and serve as a screening committee, for the selection of an Executive
Director and for subsequent replacements whenever a vacancy occurs in that position. The
Executive Committee's final recommendation shall be forwarded to the Board of Directors
for confirmation of the appointment.
3. Recommend the establishment of personnel policies and rules and regulations, including
salary schedules and fringe benefit packages, as may needed from time to time to insure
the Academy's ability to recruit and retain qualified staff.
4. Develop and recommend to the Board of Directors draft operating rules, regulations,
policies, and other guidelines which the Executive Committee may from time to time deem
necessary to insure the competent and efficient operation of the Academy.
5. Review each annual budget prepared by the Treasurer and the Finance and Administration
Committee prior to submittal to the Board of Directors for adoption.
6. Exercise such authority and conduct business as may be delegated to it from time to time
by the Board of Directors.
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Section 4 - Standing Committees
A.' The Academy shall have six (6) standing committees.
1. Finance and Administration
2. Fire/Emergency Medical Services Training
3. Police/Law Enforcement Training
4.. Public Works Training
5. Private Industry Training
6. Facilities and Grounds .
B. A chairperson will be appointed by:the President, with the approval of the Board of Directors, for
each standing committee. Each chairperson will either be a member of the Board of Directors or
an elected or appointed officer of.a Member jurisdiction having at least the rank of Department
Director or Deputy /Assistant Director.
C. Committee members shall be appointed from among the elected officials and employees of
Member jurisdictions and shall serve two -year terms provided', however, that committee members
maybe re- appointed. At least annually, the President, with the approval of the Executive
Committee, shall appoint all committee members.
D. Each committee shall be comprised of volunteer members, one of whom shall be the chairperson.
The NIPSTA Treasurer shall be a member of the Finance and Administration Committee.
E. Duties and Authority.
1. Standing Committee Chairpersons.
a. Chair all committee meetings.
b. Develop and implement rules and guidelines to facilitate Committee operations,
including the provisions for vice - chairmen and secretaries, or other persons to act in
the place of the chairpersons in their -absences.
C. Lead the Committee in developing NIPSTA programs 'and training related to the
Committee's area of focus.
d. Oversee Committee issues; prepare agendas, and facilitate Committee activities.
e. Present Committee decisions and policy recommendations to the Executive
Committee, the Training Council or, when relevant, to the Board of Directors.
2. Committee on Finance and Administration.
a. Establish Academy accounting and budgeting'policies and procedures,. and oversee
the preparation of the annual budget and the annual financial report.
b. Periodically review revenue, funding, and financial policies of the Academy.
C. Recommend a final budget to the Executive Committee and the Board of Directors.
d. Recommend an assessment/dues schedule for membership as required to meet
anticipated funding needs.
e. Review and present to the Executive Committee a regular list of expenditures. and a
monthly budget report.
f. Review quarterly and other financial statements and reports, and present those to
the Board'of Directors with any appropriate explanatory notes.
g. Review the audit report and management letter prepared by the auditors each year.
h.: Review and establish all insurance limits and requirements of the Academy and its
membership.
i. Review and recommend the establishment of personnel policies and rules and
regulations, including the establishment of salary schedules and benefit programs,
along with other management controls and administrative policies as may become
necessary to facilitate Academy operations.
j. Develop and recommend for Board approval public procurement policies and
guidelines for the Academy's use which conform to State laws for procurement by
governmental bodies.
k. Conduct any other business that may not be covered in this Contract and Bylaws or
in any other Academy rules, regulations, policies or procedures, but which pertain
to the Academy's administration and financial operations, or which may be referred
to the Committee from time to time by the Board of Directors or the Executive
Committee.
3. Fire/Emergency Medical Services Training Committee.
a. Identify, research and make recommendations related to the management and
operation of fire suppression or prevention, E.M.S., disaster or emergency
management., special rescue or recovery, hazardous materials incident response,
and emergency mitigation activities to meet regional and individual fire service
training needs.
b. Conduct any other business that may not be covered in this Contract and Bylaws or
any other Academy rules, regulations, policies, or guidelines, but which pertains to
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fire /emergency medical services training, or as may be directed from time to time
by the Board of Directors or the Executive Committee.
4. Police/Law Enforcement Training Committee:
a. Identify, research and make recommendations related to law enforcement functions,
management, special operations, evidence, emergency management, tactical needs,
and community- oriented policing to meet the training needs of police departments
and other law enforcement agencies individually and collectively.
b. Conduct any other business that may not be covered in this Contract and Bylaws or
in any other Academy rules, regulations, policies or guidelines, but which pertains
to police or law enforcement training, or which may be referred to the Committee
from time to time by the Board of Directors or the Executive Committee.
5. Public Works Training Committee.
a. Identify, research and make recommendations related to water, sewers, streets,
other infrastructure, and other training needs for public works services.
b. Conduct any other business that may not be covered in this Contract and Bylaws or
any other Academy rules, regulations, policies or guidelines, but which pertains to
public works training, or as may be directed from time to time by the Board of
Directors or the Executive Committee.
6.- Private Industry Training Committee. '
a. Identify, research, and make recommendations associated with assistance to or from
local governments to or from the private sector in terms of developing mutually
beneficial training programs and activities.
b. Conduct any other business that may not be covered in this Contract and Bylaws or
in any other Academy rules, regulations, policies or guidelines, but which pertains
to private industry training, or as directed from time to time by the Board of
Directors or the Executive Committee.
7. Facilities and Grounds Committee.
a. Oversee the management of all buildings, equipment and'grounds.
b. Oversee the development of plans and specifications, and the building -out of the
Academy.
C. Recommend maintenance and repair contracts and services.
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d. Conduct any other business that may not be covered in this Contract and Bylaws or
in any other Academy rules, regulations, policies or guidelines, but which pertains
to facilities and grounds, or as directed from time to time by the Board of Directors .
or the Executive Committee.
F. In. addition to the six Standing Committees, the Board of Directors or the Executive Committee
may appoint special committees or task forces as needed from time to time to deal with specific
issues or problems coming before the Academy, and such committees or task forces shall report to
their appointing bodies as requested.
Section 5 - Training Council
A. There is hereby established a Training Council, which shall be engaged in the planning and
oversight of training activities, and which shall be chaired by the Vice - President of the Academy.
B. The intent and purpose of the Training_ Council is to facilitate ongoing communication and
coordination between the Committee chairpersons of those committees that are involved in
developing policies and programs related to the various training activities to be offered by the
Academy:
1. The Training Council Coordinator shall be responsible for the following activities:
a. Chair all Training Council meetings;
b. Develop and implement rules and guidelines for Council operations;
C. Oversee Council discussions, prepare agendas, and facilitate Council activities;
d. Coordinate with the Executive Director with regard to those aspects of Academy
operations related to the establishment of training classes /programs and the
scheduling of facilities for training purposes.
2. Membership. The Training Council shall be chaired by the Vice - President of the
Academy, who shall be the Council Coordinator, and the Council shall be comprised of the
chairpersons from the following committees:
a. Fire/Emergency Medical Services Training
b. Police/Law Enforcement Training
C. Public Works Training
d. Private Industry Training
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Section 6 - Compensation and Reimbursement
A. All members of the Board of Directors, the Executive Committee, all Standing Committees and
any special committees and task forces that may be created from time to time shall serve without
salary.
B. The Executive Committee may authorize reimbursement of necessary expenses incurred by elected
officers or Board or committee members in connection with Academy business.
ARTICLE VI: STAFF
Section 1- Executive Director
A. Position Established. The Executive Director shall be the Chief Administrative Officer of the
Academy. The position. may either be a full -time or a part-time position depending upon the needs
.of the Academy and the direction of the Board of Directors..
B. Appointment/Removal. The Executive Director shall be appointed by a two- thirds (%) affirmative
vote of the full Board of Directors following receipt of an appointment recommendation from the
Executive Committee. The Executive Director may also be removed by a two - thirds
affirmative vote of the full Board of Directors, as authorized by this.Conttact and.Bylaws, for
cause, or without cause upon thirty (30) days written notice.
C. Duties and Functions of the Executive Director.
1. The Chief Administrative Officer, working under the supervision of the President and
coordinating with the Training Council and committee chairpersons, shall be _responsible
for carrying out all policies and mandates of the Board of Directors and Executive
Committee consistent with this Contract and Bylaws, Academy policies, procedures and
guidelines, and general or specific assignments received from the President.
2. Oversee the daily operations of the Academy, including care and use of the facilities and
equipment, scheduling of events, and all daily activities.
3. Appoint, supervise and, when necessary, discipline and discharge other employees,
including adjunct instructors who may be authorized from time to time by the Board of
Directors.
4. Coordinate and administer all programs, services, and activities of the Academy, including
training and instructional services, long range planning and capital planning, as well as
asset management.
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5. To the extent possible, attend all meetings of the Board of Directors, the Executive
Committee, and the Training Council..
6. Represent the Academy in dealing with the public, other governmental agencies, private
businesses, and any other party with whom the Academy may have a mutual interest.
7. Perform other duties and responsibilities as may be authorized by the Executive Committee
and assigned by the President.
ARTICLE VII:. FINANCE
Section 1 - Fiscal Year
The fiscal year for the Academy shall be the calendar year.
Section 2 - Annual Dues and Special Assessments
A. Each Municipal Member and Fire Protection District Member shall pay to the Academy an annual
dues assessment pursuant. to a schedule as may be adopted in the annual budget approved by the
Board of Directors, which schedule shall be based upon a formula utilizing each Public Safety
Department's or Fire Protection District's total number of authorized personnel; provided,
however, that for Law Enforcement and Fire/EMS Departments, and for Fire Protection District
Members, only sworn personnel shall be considered. The Board of Directors shall authorize and,
from time to time, adjust dues for Affiliate Members. Personnel counts will be as of November 1
of the year preceding the year for which dues are being assessed. The Board of Directors may also
determine a minimum and maximum dues contribution for each Member.
B. There shall be no special assessments to cover normal Academy operating expenses or debt service
costs. Special assessments shall only be considered should the Academy be facing a casualty loss
or other unanticipated problem or crisis which could not have been foreseen and provided for
through the Academy's normal financial management and budgeting processes.
Section 3 - Budget
The Finance and Administration Committee shall research and recommend a fiscal year operating
budget, including the amount of dues and/or other assessments for such year, for review by the Executive
Committee no later than October 15. The Board of Directors shall review and approve the final budget
and all dues assessments.
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Section 4- Indebtedness
The Finance and Administration Committee shall review any request from any Member, the
Executive Committee, or the Board of Directors to incur indebtedness, and shall make recommendations
thereon to the Executive Committee and the full Board of Directors. Any Academy indebtedness, or
request to Members to sponsor Academy indebtedness, shall only be approved by the Board of Directors
following a thirty (30) day advanced written notice and an affirmative vote of .at least two - thirds of all
voting members of the Board of Directors. Notwithstanding any such vote; no individual Member shall
be required to sponsor or underwrite any debt issue without the concurrence and approval of that
Member's corporate authorities.
Section 5 - Audit
The Finance and Administration Committee shall see that a yearly independent audit is performed,
with the results of the audit reported to the Executive Committee and Board.of Directors.
ARTICLE VIII: MEETINGS AND PROCEDURES
Section 1 - Regular Meetings
A. The Board of Directors shall meet at least quarterly at a time and place which a majority of the
Board members shall determine is reasonably convenient, or at such other times as the Board shall
deem necessary; to transact Academy business.
B. The Executive Committee shall meet at least monthly, or such other times as the President may
deem as necessary, to transact Executive Committee business.
C. The Training Council shall meet at least quarterly, or at such other times as the Council
Coordinator shall deem necessary to transact- Council business.
D. The dates and times of all regular meetings for any calendar year shall be scheduled and posted
prior to December 15 of the preceding calendar year.
E. All meetings of the Board of Directors and of all Committees, Councils, or any other
subcommittee or subsidiary body of the Academy shall be publicly noticed and conducted in the
manner provided in the Illinois Open Meetings Act (5 II.CS 120/1, et seq., as amended).
Section 2 - Special Meetings
Special meetings of the Board of Directors or Executive Committee may be called by the
President, and of the Training Council by the Council Coordinator, by notifying Board, Executive
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Committee, or Council members (as applicable) of the time, date, and location at least forty -eight (48)
hours prior to the meeting, and shall be publicly noticed and conducted in the manner provided in the
Illinois Open Meetings Act (5 ILCS 120/1, et seq., as amended). In addition, any five (5) members of the
Board of Directors or three (3) members of the Executive Committee or two (2) members of the Training
Council may independently call a special meeting of their respective body, again, provided that written
notice is made to all Board, Committee, or Council members at least forty -eight (48) hours prior to the
meeting and that the meeting shall be publicly noticed and conducted in the manner provided in the
Illinois Open Meetings Act (5 ILCS 120/1, et seq., as, amended). All special meetings. shall be called fora
time, date, and location which is reasonably. convenient and for which it can be anticipated that a quorum
will be present.
Section 3 - Quorum
A. Board of Directors
B. Executive Committee
C. Training Council
D. Standing Committee
Section 4 - Rules of Order
A quorum shall be a majority of the members of the Board of
Directors.
A quorum shall be a majority of the members of the Executive
Committee.
A quorum shall be a majority of the members of the Training
Council.
A quorum shall be a majority of the members of the Standing
Committee.
A participatory conference -type atmosphere is desired at all meetings. However, when orderly
procedure is required, or when these Contract and Bylaws are silent, then Robert's Rules of Order will be
operative.
Section 5 - Voting Procedure
Ordinary business of the Board of Directors, the Executive Committee, and the Finance and
Administration Committee may be decided by a majority vote of the members present at a meeting at
which there is a quorum. All the members share equal voting rights and there shall be no voting "in
absentia" or by proxy, except as allowed by the Illinois Open Meetings Act (5 ILCS 120/1, et seq., as
amended). Roll call votes shall be required only in matters requiring an extraordinary majority vote,
including approving the annual budget and membership' dues and special assessments, authorizing
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indebtedness, hiring or removal of an executive director, amending this Contract and Bylaws, and voting
to consider dissolution of the Academy. Additionally, any member of the Board of Directors may request
a roll call vote in place of 'a voice vote.
Section 6 - Amendments
A. To amend this Contract and Bylaws shall require thirty (30) days advance written notice of a
meeting for that purpose to all voting members and shall require,' in order to be approved, the
consent of two- thirds (Z /3) of all voting members by roll call vote..
B. There shall be no voting "in absentia" or by proxy, except as allowed by the Illinois Open
Meetings Act (5 ILCS 120/1, et seq., as amended).
ARTICLE IX: PROPERTY AND EQUIPMENT
Section 1 Owned/Loaned Property
A. All property and equipment acquired by the Academy shall be owned by the Academy.
B. Property or equipment loaned to the Academy shall remain the property of the loaning party and be
insured pursuant to an agreement between the parties.
C. The Board of Directors shall make all decisions regarding the withdrawal or replacement of
property and equipment.
ARTICLE X: LIABILITY AND INDEMNIFICATION
Section 1
Except to the extent of the limited financial contributions to the Academy agreed to herein, or such
additional obligations as may be agreed upon by the Board of Directors, no Member agrees or contracts
herein to be responsible for any claims in tort or contract made against any other Member. Each Member
assumes all risks of injury or damage to its own employees and personal property when such participate in
activities or programs hosted by, or held at, the Academy; or when such employees serve the Academy as
officers, delegates, or alternate delegates; or when such employees participate as voting or non - voting
members of one of the Academy's boards (e.g., Board of Directors) or committees (e.g., Executive
Committee). Each Member agrees to accept liability to the extent required by the Illinois Workers'
Compensation Act (820 ILCS 305/1, et. seq.) for personal injuries or death occurring to its employees
while they are engaged in Academy activities or programs. Each Member, at its cost, agrees to continue
to maintain and insure any personal property that its employees use while serving the Academy.
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Section 2
Each and every party to this Agreement ( "Indemnitor ") shall indemnify, defend, save and keep
harmless the other parties; their boards; commissions; trustees; officers; employees; agents; past, current,
and future appointed and elected officials; and volunteers (collectively the "Indemnitees ") from and
against any and all claims, actions, suits, costs, (including reasonable attorney's fees) losses, liabilities,
damages to real and personal property, and injuries /illnesses'to or death suffered by persons, (collectively
"claims'.') arising out of,' or caused directly or indirectly by; any act or omission of the Indemnitor or the
Indemnitor's boards, commissions, trustees, officers, employees, and agents (except to the extent caused
by the negligence or willful act of the Indemnitee) taken pursuant to activities provided for in this
Agreement.
Each party agrees to be responsible for damage to its property occasioned while operating under
this.Agreement, and specifically waives the right of subrogation for property damage against the other.
Section 3
On behalf of the Academy, the Executive Director shall procure and maintain during the term of
this Contract and Bylaws, and any extension thereof, insurance to coverall liability risks, public officials
liability coverage and the replacement value of all Academy -owned property, equipment and supplies (as
well as those owned by others for which the Academy is responsible pursuant to contracts between the
Academy and those others) whether located on the Academy site or located off -site. The amount and
types of such insurance shall be as recommended by the Finance and Administration Committee following
consultation with the Academy's insurance consultant and consideration of program and site /facility
changes that have occurred, as well as budgetary constraints.
Section 4
In connection with the obligation of the Members undertaken in Section 2 hereunder, each
Member hereby represents and warrants that it presently procures and will continue to procure a
comprehensive commercial general liability insurance coverage naming the Academy, including its
employees, volunteers, appointed and elected officers and officials, representatives and agents,.and
Members as an additional insured, including coverage for contractual liabilities. Such policy or policies
shall provide comprehensive commercial liability coverage in an amount not less than $2,000,000.00
combined - single limit per occurrence with a $4,000,000.00 general aggregate. Participation in self-
18
insurance pools or individual self- insurance programs shall be deemed sufficient for compliance with this
section. The Academy's insurance is primary coverage for the Academy's activities, and the Members' _
insurance policies are secondary and contributory on a pro -rata basis to the extent that the Academy's
insurance coverage for a particular judgment or settlement of a claim or occurrence is exhausted or found
to not cover the judgment, claim, or occurrence.
In addition, each Member shall provide a certificate of insurance documenting that workers'
compensation coverage at statutory limits is in place; and further, each Member agrees to handle its own.
worker's compensation claims which may arise from Academy- sponsored training activities conducted
on -site or off -site
Section 5
Each Member shall take all action necessary to keep such insurance coverage or coverages, or
other comparable coverage or coverages, in full force and effect during the period that the Member is
covered under the terms of this Contract and Bylaws
Section 6
Failure by any Member to so keep such insurance coverage in continuing effect shall result in an
automatic suspension of the rights of that Member to:
1. Participate in any training activities or programs conducted at, or by, the Academy, and
2. Use the Academy's facilities and equipment.
While such rights are suspended, the Member is still obligated to pay or reimburse the Academy
for its pro -rata share of any liabilities, including membership dues, that arise during the time period that
the Member failed to procure the required insurance coverage.
Section 7
Prior to the effective date of this Agreement, each Member shall deliver or cause to be delivered to
the Academy a satisfactory and current certificate or certificates of insurance showing the required
coverage and the effective dates for such coverage, which certificate or certificates shall contain a
limitation that the insurance coverage may not be modified, revoked or canceled except after ten (10) days
prior written notice served on the Academy. In each subsequent year, a certificate or certificates
evidencing renewal or replacement of the policy or policies required above shall be delivered by each
Member of the Academy not later than the date of expiration of the then current certificate or certificates.
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ARTICLE XI: DISSOLUTION
Section 1
If, at any regular or special meeting called for the purpose of dissolution upon thirty (30) days
advance written notice to all Members of the Academy, three- fourths (3/4) of the Board of Directors
affirmatively vote in favor of dissolution of the.Academy by a roll call vote, then the Academy shall be
dissolved within one hundred eighty (180) days of such vote without further action.
Section- 2
Immediately after a vote favoring dissolution, the Board of Directors shall proceed to settle or
resolve any financial obligations pending and to dispose of all property held by the Academy.. If, upon
dissolution, there are deficits remaining, such deficits shall be charged to, and paid by, the voting,
members and former voting members on a pro -rata basis based on the amount of membership dues paid
by each voting member over the last two years as a percentage of total dues paid to the Academy over the
last two years preceding the date of dissolution.
Section 3
Upon dissolution, any property of the Academy shall be disposed of and liquidated by public
auction, sealed bid auction, or such other method permitted by law for the disposal of public property, as
determined by the Board of Directors.
Section 4
All Academy funds remaining after the payment of all bills, settlement of debts, and any other
liabilities shall be distributed by the Board to the Academy voting members and former voting members
who were in good standing within two years preceding the date of dissolution on a pro rata basis based on
the amount of membership dues paid by each voting member over the last two years as a percentage of
total dues paid to the Academy over the last two years preceding the date of dissolution.
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ARTICLE XII: RATIFICATION AND SEPARABILITY
Section 1
This Contract and Bylaws are considered in force, and the agreement applicable to those members
whose Board of Trustees /City Councils have adopted by resolution the intent and concomitant conditions
of membership. A copy of this Intergovernmental Agreement, Contract, and Bylaws shall be affixed to
the resolution approving this Contract and Bylaws.
Section 2
Each article, section, paragraph, sentence, clause, and provision of this Contract and Bylaws is
separable, and if any provision is held unconstitutional or invalid for any reason, such decision shall not
affect the remainder of this Contract and Bylaws nor any part thereof other than that part affected by such
decision.
IT IS HEREBY ATTESTED THAT THIS AMENDED INTERGOVERNMENTAL AGREEMENT,
CONTRACT & BYLAWS WAS ADOPTED BY UNANIMOUS CONSENT OF THE MEMBERS ON
DECEMBER 4, 2007, AND BECAME EFFECTIVE FOR ALL SUCH MEMBERS ON THAT DATE,
PURSUANT TO THE PROVISIONS OF ARTICLE VIII, SECTION 6 OF THE ORIGINAL NIPSTA
AGREEMENT, CONTRACT & BYLAWS. FUTURE MEMBERS SHALL ADOPT THIS AMENDED
INTERGOVERNMENTAL AGREEMENT, CONTRACT & BYLAWS PURSUANT TO THE
PROVISIONS OF ARTICLE XIII ON THE FOLLOWING PAGE.
Dated th' 4 th D y of December, 200 7 & -
NIPSTA President
ATTESTED:
Jel 4i��
NIPSTA Secretary
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ARTICLE XIII: CONTRACTUAL OBLIGATION
This Contract and Bylaws maybe executed in duplicate originals, and its passage by each unit of
local government or Affiliate Member governing board shall be evidenced by a certified copy of a
resolution passed by a majority of the corporate authorities, or other comparable documentation.
This Contract and Bylaws shall be in full force and effect from and after its approval by the Board
of Directors.
IN WITNESS WHEREOF, the parties to this Agreement have hereto set their hands and seals by
their designated agents as determined by the dates of the attached resolutions. It is understood that each
individual Member will execute.a separate copy of this Contract and Bylaws authorizing membership in
the Academy; however, the document itself will not go. into effect until ratified by the Board of Directors
following each Member's governing body's approval.
(e4 � De ev l��
Member (htfunicipality or Fire Protection District)
Approved by Resolution No. cg-O(
Adopted by the Member Governing Board on Jakl&am -7 , 200.$
Mayo resident/Board Chairperson
ATTESTED
Clerk (SEAL)
01�