facility which were drill a well feel build the treatment plant in the distribution center to provide water to its constituent members on a mutual or cooperative basis in a the court would charge page of my initial greed i happen diagram which kind of outlines the formation and structure of the corporation and its membership alou vo is a not for profit corporation but it is a particular type of not for profit corporation it is a mutual company it is and co operative meaning that it's an objective is to provide a service namely the provision of potable water in bulk supply to its constituent members at the lowest possible cost is  partnership it is a co operative it is a joint venture and it is organized pursuant to a particular statute carlinville is and we have notice putas the factual are no dispute as to the law the only dispute in this case is the application not the law to those facts and the conclusion reached hence this court's review is to no the issue in this case is reaches far beyond the parties and far beyond the issue of potable water because it's going to impact the right of all non home rule units across the state of illinois to engage d in these types of public partner couplet private partnerships on a myriad of issues it's not just limited to this particular context with that said you'll know carlinville is a non home rule municipality dorchester is a not home rule municipality jersey county rural water is a not for profit corporation it's a water co operative these three entities were in need cargill has been need of potable water supply bulk supply for some time and they had vetted this issue explored various options they entered in made an application to the department of agriculture received a grant and are going to a grant agreement to explore their options they did so there was a number of ways in which they could proceed and they decided ultimately to to proceed with the formation of the luby all being an op profit corporation to the center and they appointed a one of their own a member representative then sandy campbell to represent them for that purpose so carlinville to work chester and jersey county water came together and decided to form this not for profit corporation they  articles of incorporation now the articles of incorporation our agreement they are a contract to bind these particular members to form an entity pursuant to the illinois general not for profit business corporation fact that those articles are a contract they are an agreement with the state of illinois to form this organization articles of incorporation are as well as the relationship among the members and i've cited the westlake hospital vs blick case for that proposition it's an almost print court case recognizing the articles of incorporation by a loft are in fact contracts that the project is successfully financed funded constructed and becomes operation now with respect to these individual entities again there is no dispute on the law carlinville being a non home rule unit has the authority under the illinois municipal code to construct wells to build water treatment facilities to build a distribution system and secure public water supply as does dorchester jersey county likewise has authority under the not for profit business corporations act to engage in the distribution of water on a residential mutual company cooperative basis so all three members have the authority with respect to water supply in carlinville has very broad authority under the municipal code now they also in addition to associations incorporate can and any manner not prohibited by law or by ordinance so carla del has the authority to associate with dorchester in another universe local government in this particular case and the the the argument has been that under dylan's rule that not a home r units have only the authority that has been explicitly granted to them by statute that the only me means by which carlinville can associate and cooperate are those statutorily prescribed in the in the statutes and there are a few ways by forming the water commission the formation of water district there are ways admittedly there's no dispute that there are other ways to go about seeking a region water supply there is no dispute there is no statute that prohibits them from forming a not for profit corporation so there is no statute since you can't there is no statute that specifically says you can't what we have is the constitutional provision when bootstrap to the underlying authority over the subject matter which says you have the right over the water supply you have the right to exercise that underlying right in concert and in collaboration with other units of local government as well as private corporations you can think of this your arse as a means of vertical integration by collaboration each of these entities by coming together has some control over their own destiny they appoint a representative to the board each one has eleven dollars vote they have a say in how the how the thing project is financed designed constructed how it operates and what rate it charges so by coming together they're able to collectively maintain some control over their own water supply as opposed to being captive of another being this apology or perhaps even a for profit corporation in this particular instance they chose the formation of a not for profit as the vehicle or means by which they chose to exercise their right to contract and otherwise associate so we start with the clear language of the constitution which says that they made a contract and otherwise associate with corporations in any manner not prohibited by law or by ordinance there is no law or there is no ordinance which prohibits therefore we are entitled to a judgment in our favor as a matter of law so we start with what i believe very clear language in the announces the general rule which the court is probably familiar that these entities are creatures of statute and they have to point out to a specific particular fought of authority in a statute and that those statutes are strictly construed against them all doubt as resolve against him they are not to be liberally construed the statute search is strictly construed so that's where we started then we have the constitution of and seventy which reshaped the landscape of local government it and it created the concept of home rule units it created the concept of intergovernmental cooperation because it recognized that many of these problems that these communities faced crossed political boundaries and require a collaborative approach and that no one in of the acting alone had the horsepower to really address i and the village wanted to build a ball field and property owned by the forest preserve district that was located within the municipality and literally be forced districted want to play ball they said no so that the village sued them and said you have to and the court looked at section ten a and ten that it was the purported basis for the cause of action the court reviewed it and said st of court goes on to say it says notwithstanding the construction of the clear language we have examine the background of this provision and the intent of the drafters and look to the report of the proceedings of six constitutional convention and look to the legislative history and in so examining that it says there is no support for the points construction of the provision this provision was intended to remove the necessity under dillon's rule of training statutory authorization for each class cooperative venture by unit of local government so this is the st statement where we were a court says that we are flipping the script wherever gating dillon's rule with respect to the right to collaborate you still have to have authority under over the underlying subject matter but the means by which you actual size they have forty is a constitutional grant it is not dependent upon any specific statutory grant to perform the case of connelly versus clark county is the case where clark county was operating a gravel pit they were selling gravel to other units of government and they were sued by a private gravel pit owner challenging their authority to engage in this type of activity and this is a case of the th district for this court quoted the statute in a clear language then despite clear language went on to examine the legislative history in the debates the constitutional debates examined the report of the local governmental committee and examined the comments made by delegates stall and we know that the purpose of this was to allow the units of local government by combining to to perform specific services develop economies of scale cost reductions and to avoid it the creation of this troops so that they could address these problems in an economical fashion the report of the committee of local government at the time this was passive the purpose of this proposed new section this is quoted by the this court the purpose of this section is to provide maximum flexibility to units of all cloak of government working out solutions common problems not minimum flexibility maximum flexibility goes on to say that in addition it will it will allow them to address common problems in concert with other units of local government at all levels in any manner not prohibited by law contractual relationship such as the cell of water will be constitutionally permitted instead of being dependent upon statutes so in other words the right to d the is linked to the constitutional authority it's not dependent upon statute fifty explanation of section ten and how it allowed units local government to cooperate and it said that dylan's rule of strictly construing legislative grants the governmental units has been a water commission for him to buy sherman and williams phil williams of springfield is exclusive supplier of water to the commission the commission has the exclusive supplier of water to  the the court examined st the language of the constitution and i previously referred to it then examined said that when discerning the purpose of the constitution the spring course attach great w to the records of proceedings of the constitutional convention it looked to be quotes and the excerpts from the constitutional convention which i have included in my brief was regarding delegate stall saying the purpose of this is again to permit smaller units of local government to combine to achieve economies of scale resulting cost reductions to reduce the need for special districts and they said you will notice the language is self executing  it's they are unless it's prohibited it's a provision so you can do it unless the general assembly says you can't it's an affirmative grant of authority the negative perception of dylan's rule does not apply the court says ten eliminated the effect of dylan's rule and construing intergovernmental agreements various courts of determine the article seven was intended to encourage cooperation among hundreds of local government and to remove the necessity of contract that sherman set this this is an authorized by law and there was no question but there was no statute to specifically authorized the court said no statutory authority was necessary authorize this contract and sherman has cited no statutes the person hits such a contract even if the contract was beyond the scope of agreements contemplated by the co the contract would have been a manifestation of exercise their constitutional rather than statutory powers the municipal code would have limited the powers of the parties only if it contained and expressed prohibition which it did not hantz this court upheld the agreement despite the fact that there was no express statutory authority for such a range and the fact that it was a commission  result that result was the specific contract that was being challenged and when one examines that's the case law we are we examine the legislative history behind section  did not include the nd sentence it was only on the separate rating that the nd sentence involving the right to cooperate with corporations and private individuals was introduced and the comments were made regarding the underlying purpose the committee report indicated that is a means by which local governments may work together to provide services at the lowest possible cost which is why a co op is novo it's a summary judgment case where there were crossness and motions for summary judgment on legal issues we agree regarding the underlying facts i think there were some facts that weren't really discussed by mr foreman but so i will point those out but i think that the the real issue here there is a disagreement about the law in this regard and what the argument is more fundamental than that and that's that there was an intergovernmental agreement here what's important for the court to note is that a luteal the company that was a private  what we're arguing is not that there is some constitutional i don't really think there's a constitutional problem here i think the issue is that section militantly not just north of my home town we had an issue over over creating police city ordinances or criminal violations it's a pretty common understanding in that context that you can't do it at the law says you can't do it if there is no affirmative grant or power for the not one hundred home rule us ality to do that  can create an ordinance that would allow the local police officer to write a city you are an inspired lation fer a invalid license and registration they have to write a state ticket because that's in the state's jurisdiction i think here it's pretty clear there were not there then said multiple times that there's no law that prohibits carbon bill from doing what it did in existence public didn't see i was they didn't see any i'm tracks of who are the green that appropriation that hurt it was just done wrong and that's why i really strongly disagree that are already in place that so my argument at the trial court level was that it was the was the application of what we later turn the maximum  markie eight year old son that he can have an apple on the on of our it doesn't mean that he can have a cookie from the cookie jar it's a pretty simple concept that  in the picture on it we're not saying it can't deal when they did it after we're saying the way they went about doing it in this particular case was wrong it was wrong and said it fixing the problem they continued going down the wrong route and i'm saying that it is pretty clear outline regular well settled principles of statutory construction that we don't even need to look at the minutes of the constitutional local government and school districts may contract or otherwise associate so judge truckers interpretation which i think is correct is that when it will units of local government that are working amongst themselves that they can either do it contract or they can find another way to go about doing it however when it talks about units of local government and what i guess  governmental actors or entities it says that there must be a contract and some other type of association why would they have those two different sentences in their written differently if they meant but i think that when it come to this in this case all the other legal ways that you can go about doing it the legislature sat i think it's seven or eight different ways you can venture water problem non governmental actors it you have to use a process that is authorized by the law need they would have had to pick among the numerous statutorily and and that's what the plain language of the constitutional provisions as your honor think that it's what it it's what it says right there and i think it makes sense it when you consider why would you want to do that i apologize when you want i what it in my view of this i think that they're creating a somewhat higher bar for art the next alleys that want to engage activity with private entities that don't have the same level of disclosure and transparency as a as a public and again looking at it from the standpoint of an attorney that represents a news alley when you enter into a contract when you when you have an intergovernmental agreement it goes before the court for consideration so what they're what they're trying to do and what it seems pretty evident to me is don't even have to fall back to the constitution in that instance there's a statute that directly allows it i think what this is that this is what i would call a fall back tradition it's the it's the the one way or there is no other explanation there is no other statute would apply so in this it and i think it's important to point out and what i think is very different than in a lot of other circumstances around the state is that there was no contract with a live deal and there was no association with the loophole prior to did not happen in my question my question is would it be ok though i think it would have been ok if they did it before and it was presented to the members of the public for review comment and vote a open meeting of the cardinals the council so yes but that and that's what i want to point out here that didn't happen there was zero transparency in this particular case we're actually trying to associate with a corporation that was not an existence so i'm just saying that if you read the nd sentence of section ten any they there was no contract and there was no court to infer anything those are just facts of the case and the plan you get in you can interpret that based on the plain language so even if we were to say that they that they may so they have the discretionary power to contract and associate they didn't have a contract and they didn't happen associations so there is no need for inference or procedure there they could have chosen a way under which again is under that humor and statutorily enumerated ways to fix a water problem and they have plenty of procedures instead they chose to rely on this and they did so i'm not asking the court to enter some sweeping order that would invalidate or make you know void numerous entities i'm asking the court to focus on what happened here and and  the and the trial judge is opinion that it wasn't done in accordance with the statue and the end the prince you very minimal requirements under before they took the only vote this would be a very different story but they don't get to choose the fa one vote there is no contract yes there is a contract that's what the articles that incorporation are they are a contract and that's what the blix case that i cited in my brief says the bylaws are a contract those are contracts that govern the association the association is not between carl and bill and alou the all the association is between carl and bill dorchester in jersey county rural water that they associate and their means of associated is through the creation of this not for profit entity and there are contracts i agree with your honor that you don't have to have a contract and an association that whole analysis is another issue but in this case it's irrelevant because we do have contracts we have bylaws we have our you don't contract to enter into a contract you don't have a contract that says we're going to form a corporation you form the corporation that's what the articles do that's what brings it into existence there is no of requirement anywhere says you have to do this port to the point that they have one vote they appointed one representative to represent them for purposes of forming the corporation they appointed a council member to be present to represent them in our preparation and passing then they also posted to enter into a water purchase contract with the louisville add an open meeting the bylaws require that you do so if you give in if you reject that contract it's tantamount to withdraw of membership so  lose all this was all discussed in open meetings the report was was given in open beatings the notion that this is somehow some backroom deal is not this is a means to public participation because i have a seat at the table they have a right to participate they have a vote with the a little below board they send the member to those board meetings who reports back to them in open meetings they have a vote if you enter into a contract with illinois american water you get to vote on that contract you don't get to go to their board meetings or look at their books so this notion of public transparency there is a failure of analysis it's the association amongst the members that we're talking about here today and the what they're asking is that the constitution be rewritten to say that you can you can contract and associate with corporations in only the manners authorized by law the constitution says in any manner not prohibited by law mathias said another words units of local government will contract and associate with corporations in any manner not prohibited by law this is the same authority they have with respect intergovernmental cooperation it's the same as the st sentence this means that they can go ahead unless it's prohibited he speaks specifically of organizations that make proposals to not home rule units now this would permit those non home rule units to go ahead to make a contract and then once it's in an area that has been prohibited by law this would permit home rule us to go ahead and make that sort of agreement unless the legislature has prohibited the messiah smart m m address the very issue they have raised in this and that the goalposts seem to be moving but the trial court's decision the century says you can only do this if the legislature says this is the statutory pride's perscribe path that's what their complaints now they're making a different argument that d stat the constitution says you can do it in any manner it's your choice it doesn't have any requirement that you do this or any means any it doesn't mean only