1

SYLLABUS

(This syllabus is not part of the opinion of the Court. It has been prepared by the Office of the Clerk for the 

convenience of the reader. It has been neither reviewed nor approved by the Supreme Court. Please note that, in the 

interest of brevity, portions of any opinion may not have been summarized).

Northwest Bergen County Utilities Authority v. Kathleen A. Donovan (A-36/37-14) (075060)

Argued April 11, 2016 -- Decided August 15, 2016

LaVECCHIA, J., writing for a majority of the Court.

In this appeal, the Court addresses the authority of the County Executive of Bergen County to take certain 

actions affecting the Northwest Bergen County Utilities Authority (the Authority). Specifically, the Court is asked 

to resolve (1) whether the County Executive had the authority to order the removal of certain commissioners; and 

(2) whether by use of her veto power the County Executive could eliminate the Authority’s provision of (a) a $5000 

stipend paid to commissioners, and (b) health benefits for the commissioners.

In 1985, the people of Bergen County adopted the “county executive plan” prescribed in N.J.S.A. 40:41A31 to -44 of the Optional County Charter Law (Charter Law). Under the plan, the “governing body” includes the 

board of freeholders and the county executive, although the plan recognizes a separation of powers between the two.

Within Bergen County, the Authority operates to provide sewage treatment services in accordance with the 

Municipal and County Utilities Authorities Law (MCUAL), N.J.S.A. 40:14B-1 to -78. Consistent with MCUAL 

requirements, the freeholders passed a resolution in 1979, which authorized the reorganization of the Authority 

under its present name, established staggered terms for reappointed members of the previous sewer authority, and 

established a $5000 annual stipend for the first-appointed commissioners of the new reorganized Authority. The 

term of the last of the commissioners appointed through the reorganizing resolution expired in 1984. Succeeding 

commissioners have been paid an annual stipend of $5000 through monies incorporated in annual budget 

submissions. There have not been any amendatory resolutions passed with respect to commissioner compensation 

since the 1979 resolution. In or around 2004, the Authority began providing health benefits to commissioners by 

including such benefits in annual budget submissions. The freeholders never passed a resolution or took other 

legislative action to authorize those benefits for the commissioners.

The acts giving rise to this appeal commenced on November 1, 2011, when the Authority passed a 

resolution approving its preliminary budget for 2012. The Authority forwarded the proposed budget to the County 

Executive, Kathleen Donovan, who vetoed the portion of the meeting minutes that approved a budget containing 

both a $5000 stipend and health care benefits for the Authority commissioners.

The Authority sought review of the County Executive’s veto before the Director of the Division of Local 

Government Services within the Department of Community Affairs (DCA), who determined that the veto was valid 

and binding. In response, the Authority held an emergency meeting on March 22, 2012, and voted to appeal the 

Director’s decision to the Local Finance Board within the DCA. The County Executive vetoed the minutes of the 

emergency meeting that authorized the appeal, contending that the Authority had violated requirements of the Open 

Public Meetings Act (OPMA), N.J.S.A. 10:4-6 to -21. The Authority held another meeting on March 28, 2012, to 

address the OPMA concerns. The Authority again passed a resolution authorizing an appeal to the Local Finance 

Board, and the County Executive subsequently vetoed the portion of the minutes that authorized the appeal. The 

County Executive also vetoed the portion of the minutes that approved use of Authority funds to finance the appeal.

After the Authority refused to amend its 2012 budget to remove the provision that funded a $5000 stipend and health 

care benefits for the commissioners, the County Executive summarily dismissed seven of the nine commissioners.

The Authority filed a complaint in lieu of prerogative writs, alleging that the County Executive lacked the 

authority to terminate the commissioners, to veto any of the meeting minutes that authorized the stipend and benefits 

for the commissioners, or to veto the meeting minutes that authorized funding for an appeal. The trial court 

reinstated the commissioners, finding that the County Executive could not terminate them without first finding that 

they had committed misconduct or neglected their duties. In respect of the veto issues, the court concluded that the 

veto of the meeting minutes that authorized the stipend and benefits was invalid, and that the acts of vetoing the 

Authority’s administrative appeals and their funding were ultra vires.
2

Defendants appealed, and the Appellate Division affirmed in part and reversed in part. Most critically for 

this appeal, the panel affirmed the trial court’s judgment on the termination issue, but reversed the judgment in other 

respects, holding that the County Executive could veto the portion of the Authority’s meeting minutes that submitted 

a 2012 Authority budget that included provision for the commissioners’ stipend and health care benefits.

The Court granted the Authority’s petition as well as defendants’ cross-petition. 220 N.J. 573 (2015).

HELD: The County Executive’s termination of the Authority commissioners was not conducted in accordance with 

her authority, and her unilateral action was contrary to and in violation of N.J.S.A. 40:14B-16. Likewise, the County 

Executive’s use of the veto power to diminish the compensation (the $5000 stipend) being paid to the commissioners 

since 1979 violated N.J.S.A. 40:14B-17 and must be declared void. However, in respect of the health benefits provided 

to the commissioners in more recent years, the County Executive’s supervisory authority to review and reject Authority 

action through her veto power is broad and easily encompasses authority to disapprove such administrative action.

1. The dispute in this matter involves the proper interpretation of two statutory schemes -- the Charter Law and the 

MCUAL. When interpreting multiple statutes touching upon the same subject, the goal is to seek and give effect to 

the Legislature’s intent and to attempt to harmonize the provisions of all statutes that the Legislature has enacted 

affecting the subjects involved. Here, the statutes can be reconciled and applied in a harmonious manner that fulfills 

the legislative intent underlying each. (pp. 14-16).

2. The Court first considers the extensive authority of the County Executive over the administration of county 

government and the tools at her disposal to carry out that responsibility. In addition to appointment power, the 

county executive has general, but not unilateral, removal and suspension powers. The county executive has other 

powers, such as veto power, which can be exercised in respect of the minutes of a county authority. On the other 

hand, the MCUAL speaks directly to the commissioners’ right to hold office and protections during their terms. 

With that statutory background, the Court reviews the removal of the seven commissioners. (pp. 16-19).

3. Review of the County Executive’s authority under the Charter Law and the MCUAL does not reveal a conflict 

between the two statutory schemes. N.J.S.A. 40:14B-16 establishes that the commissioners hold their office for the 

length of their term. However, the MCUAL recognizes limited, for-cause circumstances for which a member of a 

utilities authority may be removed from office, subject to notice and hearing processes. That protection guaranteed 

under the MCUAL does not conflict with the scheme for removal of persons under the Charter Law. Pursuant to the 

Charter Law, the County Executive is the appointing authority for the members of the utilities authority, but her 

power to remove is not unilateral. This appeal concerns office holders, protected from removal except for certain 

cause bases, and entitled to serve out their terms and to continue in office until their successor is appointed. More 

importantly, the County Executive did not follow the procedure that the Charter Law requires. In sum, the County 

Executive’s termination of the commissioners was not conducted in accordance with her authority under N.J.S.A.

40:41A-37(c), and her unilateral action was contrary to and in violation of N.J.S.A. 40:14B-16. (pp. 20-24).

4. The Court notes a final reason for finding no conflict between the Charter Law and the MCUAL with respect to 

removal of commissioners. The Charter Law specifically gave counties operating under the optional forms of 

government the ability to reorganize, alter, or abolish county agencies, but carved out an exception for governmental 

entities established under the MCUAL, N.J.S.A. 40:41A-30. That statutory section and the Sponsor’s Statement to 

the 1997 amendment support the Court’s conclusion. (pp. 24-25).

5. Having determined that commissioners have protected rights under the MCUAL that must be respected if 

harmonization is possible between that Act and the Charter Law, the Court turns to the County Executive’s veto of

the Authority’s minutes approving the $5000 stipend paid to commissioners. Although the county executive has 

broad authority to exercise veto power over minutes on a wide range of topics, that power must be harmonized with 

more specific protective legislation, such as N.J.S.A. 40:14B-17, which provides commissioners absolute protection 

from reduction in compensation during the term of their office. The language of the 1979 resolution, establishing a 

$5000 annual stipend for the first-appointed named commissioners of the new reorganized Authority, is ambiguous, 

and the County Executive argues that the language merely authorized $5000 stipends for the named persons in the 

resolution. Yet, for decades, the $5000 stipend has been treated as the compensation that came with appointment to 

the position of commissioner. The Court is loath to interpret the 1979 resolution as not having set an annual 

compensation that would be paid to commissioners upon appointment to a term on the Authority. (pp. 26-29).
3

6. With respect to health benefits, the County Executive’s determination to veto that portion of the minutes, and 

thereby to prevent the provision of health benefits to the commissioners, was well within her prerogative. The 

freeholders never authorized by resolution the provision of health benefits to Authority commissioners as part of any 

compensation permitted under N.J.S.A. 40:14B-17. To the extent that the commissioners authorized those benefits 

for themselves and included provision for those benefits within the budgetary line that encompassed benefits for

Authority employees, that action was subject to review by the County Executive. Her authority to reject Authority 

action through her veto power under N.J.S.A. 40:41A-37(h) is broad and easily encompasses authority to disapprove 

such action affecting the cost of services. (pp. 29-30). 

The judgment of the Appellate Division is AFFIRMED IN PART and REVERSED IN PART.

JUSTICE SOLOMON, CONCURRING IN PART and DISSENTING IN PART, joins the majority’s 

holding that the County Executive had the authority to veto the provision of health benefits to the commissioners, 

but dissents from the majority’s conclusions that the County Executive did not have the authority under the Charter 

Law to veto compensation for commissioners and to remove them from office. Justice Solomon expresses the view 

that, to the extent there are the differences between the MCUAL and the Charter Law regarding the scope of the 

County Executive’s veto and removal power, the MCUAL, as a general law, must yield to the provisions of the 

Charter Law, which confer on the County Executive broad powers to veto any action taken by the Authority and 

grant exclusive and discretionary power to remove commissioners of the Authority.

JUSTICE PATTERSON, CONCURRING IN PART and DISSENTING IN PART, joins the 

majority’s holdings that the County Executive lacked the authority to remove the commissioners, and had the 

authority to reject by veto the commissioners’ authorization of health benefits for themselves. Justice Patterson 

disagrees with the majority’s holding that the County Executive lacked authority to veto the minutes providing for 

the $5000 stipend to commissioners, and joins Justice Solomon’s separate opinion with respect to that issue.

CHIEF JUSTICE RABNER, JUSTICES ALBIN and FERNANDEZ-VINA, and JUDGE CUFF 

(temporarily assigned) join in JUSTICE LaVECCHIA’s opinion. JUSTICE PATTERSON and JUSTICE 

SOLOMON each filed separate opinions, concurring in part and dissenting in part.
1

SUPREME COURT OF NEW JERSEY

A-36/37 September Term 2014

075060

NORTHWEST BERGEN COUNTY 

UTILITIES AUTHORITY,

Plaintiff-Appellant 

and Cross-Respondent,

v.

KATHLEEN A. DONOVAN, COUNTY 

EXECUTIVE OF THE COUNTY OF 

BERGEN, and COUNTY OF BERGEN,

Defendants-Respondents

and Cross-Appellants,

and

BERGEN COUNTY BOARD OF CHOSEN 

FREEHOLDERS,

Defendant.

Argued April 11, 2016 – Decided August 15, 2016

On certification to the Superior Court, 

Appellate Division.

Jeffrey A. Zenn argued the cause for 

appellant and cross-respondent (Sokol, Behot 

& Fiorenzo, attorneys; Leon J. Sokol, of 

counsel; Mr. Zenn, Mr. Sokol, and Steven N. 

Siegel, on the briefs).

Frank P. Kapusinski argued the cause for 

respondents and cross-appellants (Julien X. 

Neals, County Counsel, attorney).

JUSTICE LaVECCHIA delivered the opinion of the Court.
2

We are called on to review the authority of the County 

Executive of Bergen County to have taken certain employment and 

other actions affecting the Northwest Bergen County Utilities 

Authority (the Authority). The Authority initiated this action 

by way of a complaint in lieu of prerogative writs that 

challenged (1) the County Executive’s unilateral and immediate 

termination of seven Authority commissioners; (2) the County 

Executive’s veto of portions of the Authority’s budget related 

to the commissioners’ salary and health benefits; and (3) the 

County Executive’s vetoes of Authority action authorizing the 

taking of an administrative appeal within the Department of 

Community Affairs. We now affirm in part and reverse in part 

the Appellate Division judgment that parsed the County 

Executive’s ability to have taken those actions. 

I.

This appeal requires us to address the intersection of 

statutes governing the Authority and the form of government plan 

adopted in Bergen County. Before detailing the actions and 

counteractions taken by the parties, we set forth some 

preliminary information about the statutory schemes pertaining 

to each entity and some general background on the entities.

A.

Under the Optional County Charter Law (OCCL or Charter Law) 

enacted in 1972, see L. 1972, c. 154 (codified originally as 
3

N.J.S.A. 40:41A-1 to -144), the people of the counties of New 

Jersey have the opportunity to select one of the optional forms 

of government that the law sets forth. Although four plans are 

authorized, we are concerned here with the county executive form 

of government. 

In 1985, pursuant to the procedures required under law, the 

people of Bergen County adopted the “county executive plan” 

prescribed in N.J.S.A. 40:41A-31 to -44 of the Charter Law. 

That plan of government is subject also to the general 

provisions set forth in Article 7 of the Charter Law and made 

applicable to all optional plans under that law. See N.J.S.A.

40:41A-86 to -144 (Article 7).

Under the county executive plan, the term “governing body” 

of the county is directed to be construed as including both the 

board of freeholders and the county executive, N.J.S.A. 40:41A32(b), although the plan recognizes a separation of powers 

between the two, ibid. Executive powers are conferred on the 

county executive. See N.J.S.A. 40:41A-36 to -37. Legislative 

and investigative powers are vested in the board of freeholders. 

See N.J.S.A. 40:41A-38, -41; see also N.J.S.A. 40:41A-86 

(stating general intent to invest boards of freeholders with 

“such investigative powers as are germane to the exercise of its 

legislative powers, but to retain in the head of the executive 
4

branch full control over the county administration and over the 

administration of county services”).

The county executive is responsible for the supervision, 

direction, and control of the administrative departments of the 

county. N.J.S.A. 40:41A-37(a). Consistent with that authority, 

the county executive has the authority to appoint the heads of 

county departments and their divisions. N.J.S.A. 40:41A-37(b). 

The county executive also has appointment power over “the 

members of all county boards, commissions and authorities,” 

subject to the advice and consent of the board of freeholders.

Ibid.; see also N.J.S.A. 40:41A-41(a) (granting board power of 

advice and consent over all appointments for which board 

confirmation is specified).

B. 

Within Bergen County, the Authority operates to provide 

sewage treatment services in accordance with the Municipal and 

County Utilities Authorities Law (MCUAL), N.J.S.A. 40:14B-1 to -

78. The Authority previously was known as Northwest Bergen 

County Sewer Authority until it was reorganized under its 

present name in 1979, pursuant to N.J.S.A. 40:14B-6 and -7. 

The reorganization took place before Bergen County adopted 

the county executive plan of government and therefore the 1979 

reorganization occurred through freeholder action. Consistent 

with MCUAL requirements, the county freeholders passed a 1979 
5

resolution, accomplishing multiple purposes under the MCUAL. 

The resolution authorized the reorganization, see N.J.S.A.

40:14B-4(a), established the required staggered terms for 

reappointed members of the previous sewer authority, now newly 

appointed named members of the seven-member utilities authority, 

see N.J.S.A. 40:14B-4(a), (b)(1), and -6(b), and established a 

$5000 annual stipend for the first-appointed named commissioners 

of the new reorganized Authority, see N.J.S.A. 40:14B-17 

(authorizing resolution, which creates reorganized sewerage 

authority, to provide members with compensation for services 

within annual or other limitations to be stated in such 

resolution). The resolution did all that in relatively brief 

language that stated, after authorizing the reorganization: 

“the following persons [shall] be appointed as members of the 

Bergen County Northwest Utilities Authority at an annual salary 

of $5,000.00 effective immediately[.]” The resolution then 

listed the reappointed members, by name, with specific term 

limits fitting the statutory requirements for staggered terms of 

varying length.

The MCUAL renders each commissioner an office holder, 

entitled to retain office for a specific term and until a 

successor is qualified. See N.J.S.A. 40:14B-16. The MCUAL also 

provides that a commissioner’s compensation may not be reduced 

during a member’s term of office except with consent. See
6

N.J.S.A. 40:14B-17. The dispute in this matter concerns the 

meaning of those promises under the circumstances that occurred 

in Bergen County. 

The term of the last of the commissioners appointed through 

the original reorganizing resolution expired in 1984. 

Succeeding commissioners appointed to the Authority, including 

the ones affected by the County Executive’s actions challenged 

in this matter, apparently have been paid an annual stipend of 

$5000 through monies incorporated in annual budget submissions. 

Based on the record presented in this appeal, there have not 

been any amendatory resolutions passed by the board of 

freeholders since its 1979 resolution with respect to 

commissioner compensation, at least not until the events that 

are challenged in this matter began to unfold. 

In or around 2004, the Authority also began providing 

health benefits, under the State Health Benefits Program, to its 

commissioners by including provision for same in annual budget 

submissions. The record reveals that the Bergen County Board of 

Freeholders never passed a resolution or took other legislative 

action to specifically authorize those benefits for the 

commissioners. As best as the record on appeal reveals, the 

commissioners’ health benefits were not separately identified in 

budget lines from expenses for the health benefits of the 

Authority’s employees. 
7

Finally, we note that, until this dispute, no veto action 

previously was taken in respect of Authority minutes that 

reflected the commissioners’ actions approving proposed budgets 

containing expenditures for the stipends or providing for the 

commissioners’ health benefits.

II.

The series of actions that provide the grist for this 

appeal commenced with an Authority meeting conducted on November 

1, 2011, when the Authority passed a resolution approving its 

preliminary budget for 2012. The Authority forwarded the 

proposed budget to the County Executive. Kathleen Donovan, the 

County Executive during the contested actions involved in this 

matter, vetoed the portion of the minutes of the Authority’s 

meeting that approved a budget containing both a $5000 stipend 

and health care benefits for the individual Authority 

commissioners.

The Authority sought review of the County Executive’s veto 

before the Director of the Division of Local Government Services 

within the Department of Community Affairs (DCA), who determined 

that the veto was valid and binding. In response, the Authority 

held an emergency meeting on March 22, 2012, and voted to appeal 

the Director’s decision to the Local Finance Board within the 

DCA. The County Executive next vetoed the minutes of the 

emergency meeting that authorized the appeal, contending that 
8

the Authority had violated requirements of the Open Public 

Meetings Act (OPMA), N.J.S.A. 10:4-6 to -21.

Although the Authority maintained that its meeting was not 

flawed by any OPMA violations, it held another meeting on March 

28, 2012, to address the County Executive’s OPMA concerns. The 

Authority again passed a resolution authorizing an appeal to the 

Local Finance Board. The County Executive subsequently vetoed 

the portion of the minutes of that meeting that authorized the 

appeal. The County Executive also vetoed the portion of the 

minutes that approved use of Authority funds to finance the 

appeal. 

After the Authority refused to amend its 2012 budget to 

remove the budgetary provision that funded a $5000 stipend and 

health care benefits for the commissioners, the County Executive 

summarily dismissed seven of the nine commissioners.1

The Authority filed a complaint in lieu of prerogative 

writs, alleging that the County Executive lacked the authority 

to terminate the commissioners, to veto any of the meeting 

minutes that authorized the stipend and benefits for the 

commissioners, or to veto the meeting minutes that authorized 

 

1 Bergen County records show that, after the Authority was 

reorganized, its seven-person membership increased to nine 

members in 1981 and thereafter fluctuated but generally stayed 

at a nine-member level, including at the time of the actions in 

this matter.
9

funding for an appeal, as well as the appeal itself, to the 

Local Finance Board. Defendants in this matter are Kathleen 

Donovan (the County Executive), Bergen County, and the Bergen 

County Board of Chosen Freeholders (collectively, defendants, 

except where noted).

As a result of motions and cross-motions filed, the trial 

court reinstated the commissioners, finding that the County 

Executive could not terminate them without first finding that 

the commissioners had committed misconduct or neglected their 

duties. In respect of the veto issues, the court found that 

compensation cannot be reduced while the commissioners are in 

office; therefore, the court concluded that the veto of the 

meeting minutes that authorized the stipend and benefits was 

invalid. Moreover, the court determined that the County 

Executive’s acts of vetoing the Authority’s administrative 

appeals and their funding were ultra vires. Finally, the court 

also noted that, if there was a conflict between the Charter Law 

and the MCUAL (applied as a general law in Bergen County under 

N.J.S.A. 40:41A-25), the MCUAL governs.2

 

2 While the matter was pending before the trial court, the Local 

Finance Board reversed the Director of the Division of Local 

Government Services, finding that they did not have jurisdiction 

over the matter once the prerogative writs complaint was filed. 

That ruling was not appealed. Therefore, we do not address it.
10

Defendants appealed. On August 1, 2012, while the appeal 

was pending and in light of the trial court’s finding that the 

incumbent commissioners were entitled to receive an annual 

stipend and health care benefits, the Bergen County Board of 

Freeholders passed a resolution terminating all stipends and 

benefits for commissioners appointed after April 18, 2012. That 

resolution is not challenged in the present action.

The Appellate Division affirmed in part and reversed in 

part. 

First, the panel held that the County Executive “exceeded 

the bounds of the authority conferred upon her by statute when 

she terminated the commissioners” and thereby affirmed the trial 

court’s judgment on the termination issue. Noting that N.J.S.A.

40:41A-37(c) allows a County Executive “to remove an official in 

the unclassified service of the county -- and there is no 

dispute that the authority’s commissioners are in the 

unclassified service,” the panel reasoned that the County 

Executive must have unilateral appointment power over the 

commissioners in order to exercise unilateral removal power. 

Because the County Executive did not have the power to appoint 

the Authority’s commissioners without the advice and consent of 

the board of freeholders, the panel determined that she did not 

have the power to remove the commissioners without the Board’s 

involvement. And, equally important, the panel pointed to 
11

N.J.S.A. 40:14B-16 as setting forth the bases for which a 

commissioner could be removed. Pursuant to that statute, a 

commissioner must be provided with a copy of the charges and 

must be provided an opportunity to be heard by the governing 

body, ibid., which, under the county executive form of 

government, the panel explained citing N.J.S.A. 40:41A-32(b), is 

comprised of the county executive and the board of freeholders. 

The County Executive’s actions were determined to be ultra vires 

for failing to follow that process. 

Second, the panel held that the County Executive could veto 

the portion of the Authority’s meeting minutes that submitted a 

2012 Authority budget that included provision for the 

commissioners’ stipend and health care benefits, thus reversing 

the trial court’s judgment on those issues. According to the 

panel, the Legislature gave the County Executive, through 

N.J.S.A. 40:41A-37(h), the power to veto any action taken by a 

county utilities authority and placed no limit on the matters 

that could be vetoed. In response to the Authority’s argument 

that the 1979 freeholder resolution authorized an annual stipend 

of $5000 that would be awarded to succeeding commissioners 

indefinitely, the panel read the resolution as “authoriz[ing] 

the annual stipend of $5,000 to only those commissioners 

identified in the resolution, none of whom [were] still in

office.” The panel also noted that the freeholders never passed 
12

a resolution authorizing health care benefits for the 

commissioners, as would be required by N.J.S.A. 40:14B-17 

according to the panel. 

In addressing the compensation and health benefits issue, 

the panel also relied on N.J.S.A. 40:41A-26. The panel reasoned 

that Charter Law counties like Bergen County are governed by the 

Charter Law’s provisions, see N.J.S.A. 40:41A-25, and also are 

subject to “general law,” see ibid., as that term is defined 

under N.J.S.A. 40:41A-26. The panel determined that general law 

such as the MCUAL applies when such law is not inconsistent with 

the Charter Law, and here the panel declared the Charter Law 

provisions paramount and controlling over MCUAL general law 

provisions regarding reduction of the commissioners’ 

compensation through the County Executive’s exercise of her veto 

power. 

Finally, we note, for completeness, that the appellate 

panel stated that the Authority had a constitutional right to 

appeal the County Executive’s veto of Authority minutes to both 

the Director and the Local Finance Board within DCA and, 

consequently, to expend funds to finance an appeal. However, 

the panel identified that issue on appeal to be moot because the 

panel concluded that the County Executive could veto other 

portions of the Authority’s minutes that dealt with the payment 

of the commissioners’ annual stipends and benefits. The issue 
13

of the appropriateness of using veto authority in such manner --

to block the Authority’s right to appeal vetoed action within 

DCA administrative channels -- is not before us as the parties 

are not pursuing the issue before this Court. 

The Authority filed a petition for certification with this 

Court and defendants filed a cross-petition. The Authority also 

filed an emergent motion for stay of relief pursuant to Rule

2:9-8. A temporary stay of the termination of the 

commissioners’ health care benefits was put in place on October 

24, 2014. The full Court thereafter denied the Authority’s 

motion for a stay on November 18, 2014.

We granted the Authority’s petition as well as defendants’ 

cross-petition. 220 N.J. 573 (2015).

III. 

In the petition and cross-petition for certification filed 

in this matter, the parties raise essentially the same issues 

but from different perspectives. Common to each, we are asked 

to resolve (1) whether the County Executive had the authority to 

order the removal of the commissioners and whether the manner of 

their removal comported with law; and (2) whether by use of her 

veto power the County Executive could eliminate the Authority’s 

provision of (a) the $5000 stipend paid to commissioners since 

1979, and (b) the health benefits provided to the commissioners 

in more recent years. The parties present differing arguments 
14

in approaching those issues but, at bottom, those are the issues 

to be resolved. Their arguments track those presented and 

addressed by the trial court and Appellate Division, as 

discussed above.

IV.

A.

The dispute in this matter is one involving the proper 

interpretation of two statutory schemes that contain provisions 

touching on the controversies that erupted in Bergen County. 

The goal in cases of statutory construction is simple. It is 

the court’s duty to seek and give effect to the Legislature’s 

intent. See Brooks v. Odom, 150 N.J. 395, 401 (1997).

When interpreting multiple statutes touching upon the same 

subject, the goal is the same but with this added component: We 

must attempt to harmonize the provisions of all statutes that 

the Legislature has enacted affecting the subjects involved. 

Town of Kearny v. Brandt, 214 N.J. 76, 98 (2013) (citing Saint 

Peter’s Univ. Hosp. v. Lacy, 185 N.J. 1, 14-15 (2005)). Indeed, 

this Court has recognized that

[t]he Legislature is presumed to be familiar 

with its own enactments, with judicial 

declarations relating to them, and to have 

passed or preserved cognate laws with the 

intention that they be construed to serve a 

useful and consistent purpose. And the courts 

have the duty of reconciling them so as to 

give effect to both expressions of the 

lawmakers’ will.
15

[State v. Federanko, 26 N.J. 119, 129-30 

(1958) (emphasis added) (citations omitted).]

To that end, “[s]tatutes that deal with the same matter or 

subject should be read in pari materia and construed together as 

a ‘unitary and harmonious whole.’” Saint Peter’s Univ. Hosp., 

supra, 185 N.J. at 14-15 (quotation marks and citation omitted). 

That is our paramount concern in the present matter for we 

presume that the Legislature intended for its two statutory 

schemes -- the Charter Law and the MCUAL -- to generally work 

harmoniously, not in conflict with one another.

Intertwined in the parties’ arguments are countering 

positions over how to interpret N.J.S.A. 40:41A-26. Because 

Bergen County has a county executive form of government, under 

N.J.S.A. 40:41A-25, it is “governed by the plan adopted, by the 

provisions of this law applicable to all optional plans, and by 

all general laws.” The Charter Law defines “general law” as one 

that:

a. Is not inconsistent with this act; and

b. Is by its terms applicable to or available 

to all counties, or;

c. Is applicable to all counties or to any 

category or class of counties, and deals with 

one or more of the following subjects: the 

administration of the judicial system, 

education, elections, health, county public 

authorities, taxation, and finance, and 

welfare.
16

[N.J.S.A. 40:41A-26.]

Indeed, panels of the Appellate Division have wrestled with how 

subsection (a) applies with (b) and (c). See In re Salaries for 

Prob. Officers of Hudson Cty., 158 N.J. Super. 363, 367 (App. 

Div.), certif. denied, 78 N.J. 339 (1978); Amato v. Bd. of 

Chosen Freeholders of the Cty. of Essex, 240 N.J. Super. 313, 

316-17 (App. Div. 1990). This case does not require us to 

resolve that open question because we fail to see direct 

inconsistency between the MCUAL and the Charter Law on the 

issues before us. Rather, we find that the statutes can, and 

should, be reconciled and applied in a harmonious manner that 

fulfills the legislative intent underlying each. 

B. 

We consider first the extensive authority of the County 

Executive over the administration of county government and the 

tools placed at her disposal to carry out that responsibility. 

Generally described, the county executive is vested with 

the authority to “supervise, direct and control all county 

administrative departments.” N.J.S.A. 40:41A-37(a). As 

previously noted, as part of specifically enumerated powers, the 

county executive is authorized to appoint the heads of county 

departments and divisions and, among others, “the members of all 

county boards, commissions and authorities,” subject to the 

advice and consent of the board of freeholders. N.J.S.A.
17

40:41A-37(b); see N.J.S.A. 40:41A-41(a) (conferring advice and 

consent authority on board). 

Also, pursuant to N.J.S.A. 40:41A-37(c), the county 

executive has general removal and suspension power over 

individuals in the unclassified service, “over whose office the 

county executive has power of appointment,” subject to the 

provisions of N.J.S.A. 40:41A-87(b); see also N.J.S.A. 40:41A37(d) (authorizing county executive to retain or delegate 

appointment and removal power over departmental employees, 

subject to civil service or administrative code requirements 

specifying otherwise). 

The removal power is not unilateral. Under N.J.S.A.

40:41A-87(b), a provision generally applicable to all optional 

forms of county government, the board of freeholders has 

authority, after notice and upon action within a limited period 

of time, to short-circuit the proposed removal, or suspension 

for a definite term, of an employee by passing, by two-thirds 

vote, a resolution of disapproval, which voids the termination 

or suspension prior to a public hearing. Otherwise, the 

employee receives a public hearing, at the conclusion of which 

the board retains the ability to veto the county executive’s 

disciplinary action. Ibid. A notable exception is provided for 

the county administrator, who serves at the exclusive discretion 

of the county executive. See N.J.S.A. 40:41A-42 (granting board 
18

advice and consent over county administrator but withholding 

from board ability to prevent administrator’s suspension or 

dismissal by passage of resolution of disapproval); cf. N.J.S.A.

40:41A-41(d) (providing similarly that counsel to board serves 

at board’s pleasure). Thus, where the Legislature intended to 

confer on the county executive unilateral removal authority, it 

knew how to do so. 

In addition to appointment power over members of county 

boards, commissions, and authorities, among other high-ranking 

county officials, and the described removal powers, the county 

executive also has other powers in connection with county 

functions that are pertinent in this appeal. The county 

executive is granted veto power, which can be used in respect of 

ordinances passed by the board of freeholders, N.J.S.A. 40:41A37(g); cf. N.J.S.A. 40:41A-38(p) (allowing veto in limited 

setting to board resolutions of consent to municipal ordinances 

or resolutions regulating traffic or parking on county roads), 

and such veto power can be exercised in respect of all or a part 

of the minutes of a county authority, N.J.S.A. 40:41A-37(h). 

Regarding the latter, the county executive’s veto of a county

authority’s minutes may be overridden by majority vote of the 

full membership of the board of freeholders within ten days of 

receipt of the veto action. Ibid.
19

On the other hand, the MCUAL speaks directly to the 

Authority’s commissioners’ right to hold office and protections 

during their term of office -- protections to which the 

commissioners are entitled before removal or reduction in 

compensation may occur.

Specifically, N.J.S.A. 40:14B-16 provides that

[e]ach member of a municipal authority shall 

hold office for the term for which he was 

appointed and until his successor has been 

appointed and has qualified. A member of a 

municipal authority may be removed only by the 

governing body by which he was appointed and 

only for inefficiency or neglect of duty or 

misconduct in office and after he shall have 

been given a copy of the charges against him 

and, not sooner than 10 days thereafter, had 

opportunity in person or by counsel to be 

heard thereon by such governing body.

The MCUAL also authorizes, as noted, the provision of 

compensation to commissioners, subject to any limitations 

established in the original resolution reorganizing a county 

sewerage authority as a municipal authority or as subsequently 

amended by like resolution, and provides that compensation may 

not be reduced during a member’s term of office except with 

consent. See N.J.S.A. 40:14B-17.

With that statutory background, we turn to the 

interpretative task at hand, beginning with review of the County 

Executive’s action ordering the removal of the seven 

commissioners. 
20

V.

Our examination of the County Executive’s authority under 

the Charter Law and the MCUAL provisions addressing utilities

authority commissioners’ terms of office and the manner of 

removal of such office-holding commissioners does not reveal a 

conflict between the two statutory schemes. There certainly is 

not an irreconcilable conflict that prevents this Court from 

fulfilling its duty to seek to harmonize these two statutory 

schemes. See Saint Peter’s Univ. Hosp., supra, 185 N.J. at 14-

15.

N.J.S.A. 40:14B-16 establishes that the commissioners hold 

their office for the length of their term. However, the MCUAL 

recognizes limited, for-cause circumstances for which a member 

of a utilities authority may be ousted from office. The 

Legislature clearly recognized circumstances calling for removal 

of a commissioner short of the completion of one’s term and the 

appointment of a successor, and it established a safety valve by 

providing a mechanism to accomplish that eventuality. A 

utilities authority commissioner “may be removed . . . by the 

governing body by which he was appointed . . . for inefficiency 

or neglect of duty or misconduct in office.” Ibid. 

Importantly, the MCUAL sets out notice and hearing processes to 

be followed to accomplish such a removal, providing expressly

that a commissioner may be removed only after he has been “given 
21

a copy of the charges against him” and after he has been given 

an opportunity to respond. Ibid. That statutory language 

recognizes a protected right conferred on the appointed office 

holder to retain the office for a specific term, see ibid.

(creating right to hold office), and it is consonant with wellestablished law governing due process rights attaching to such 

property interests, cf. Nicoletta v. N. Jersey Dist. Water 

Supply Comm’n, 77 N.J. 145, 150-51 (1978); see also Siss v. Cty. 

of Passaic, 75 F. Supp. 2d 325, 341 (D.N.J. 1999) (“Under New 

Jersey law, public employees may be discharged with or without 

cause, unless their positions are otherwise protected, for 

example, by . . . a fixed term.”), aff’d, 234 F.3d 1265 (3d Cir. 

2000).

That protection guaranteed to commissioners under the MCUAL 

does not conflict with the scheme for removal of persons under 

the Charter Law. The Charter Law speaks clearly on the power of 

appointment to county authorities under the county executive 

plan of government: “With the advice and consent of the board, 

[the Executive] shall appoint . . . the members of all county 

boards, commissions and authorities.” N.J.S.A. 40:41A-37(b). 

By that language, the County Executive is the appointing 

authority for the members of the utilities authority, but her 
22

power to remove is not unilateral.3 The analysis must return to 

the statutorily designated roles for both the county executive 

and the board under the county executive plan set forth in the 

Charter Law. 

When it comes to removal of even “unclassified persons”4 in 

county service, there is a legislative role to be played by the 

board in the checks and balances created under the county 

executive form of government. The Charter Law allows the county 

executive to initiate removal of unclassified employees, but 

that authority cannot be exercised without affording such 

persons notice of the contemplated action and a public hearing 

if desired. And the Charter Law provides an important role for 

 

3 In this respect, we disapprove of the Appellate Division’s 

statement that whenever advice and consent is required for 

appointment to a position, the body in which such advice and 

consent is reposed also must be involved in the removal of the 

appointed person from office. Our analysis relies on a 

statutory role provided to the board in reaching our result on 

the proper procedures to be followed to ensure a valid removal. 

We do not endorse the panel’s contrary analysis.

4 Persons referenced to be “in the unclassified service” are 

persons who do not enjoy the protections of those in the 

classified status. Compare N.J.S.A. 11A:3-2 (career service), 

with N.J.S.A. 11A:3-4 (State unclassified service), and N.J.S.A.

11A:3-5 (political subdivision unclassified service). Career 

service employees are granted the right to a hearing and other 

procedural and substantive protections prior to imposition of 

certain discipline and removal. See N.J.S.A. 11A:2-6, -13. 

Persons in unclassified service do not enjoy corresponding civil 

service protections. The Charter Law acknowledges the county’s 

obligation to adhere to civil service requirements in respect of 

removal, where applicable. See N.J.S.A. 40:41A-37(d).
23

the board to play at the outset of such disciplinary action, by 

authorizing the board to issue a resolution to stop the 

processing of charges against an unclassified employee, and to 

reject the termination or suspension for a definite period after 

a public hearing is concluded. That checking process under the 

Charter Law prevents the county executive from taking unilateral 

action and establishes a hearing process for unclassified

individuals, who enjoy the statutory procedural protections of 

prior notice of the proposed action and a public hearing 

opportunity to answer the proposed action and protect 

reputational interests. Ultimately, the board can decline to 

impose discipline initiated by the county executive.

Here we have office holders, protected from removal except 

for certain cause bases, entitled to serve out their terms and 

to continue in office until their successor is appointed. The 

for-cause protection from removal of N.J.S.A. 40:14B-16 is not 

stripped from them by virtue of the authority conferred on a 

county executive under N.J.S.A. 40:41A-37(c) for lesserprotected employees. Such an interpretation of N.J.S.A. 40:41A37(c) would expand the authority conferred on the county 

executive by the Legislature, an action that we are not 

empowered to take. 

More importantly, the County Executive here did not follow 

the very procedure that the Charter Law requires, if it were to 
24

be the sole statute to be complied with under these 

circumstances, and it is not. The County Executive did not 

provide to the commissioners notice of the proposed action or 

opportunity for a public hearing, as N.J.S.A. 40:41A-37(c) 

requires. She sought to immediately and unilaterally terminate 

them. That she could not do. Compare N.J.S.A. 40:41A-87(b) 

(granting board role in termination and providing officer or 

employee with notice right and opportunity for public hearing), 

with N.J.S.A. 40:41A-42 (granting county executive unilateral 

authority to terminate county administrator); see also Hudson 

Cty. Bd. of Chosen Freeholders v. Clark, 203 N.J. Super. 102, 

106-07 (App. Div.) (recognizing same), certif. denied, 102 N.J.

340 (1985). In sum, the County Executive’s action ordering the 

immediate termination of the seven Authority commissioners was 

not conducted in accordance with her authority under N.J.S.A.

40:41A-37(c), and her unilateral action was contrary to and in 

violation of N.J.S.A. 40:14B-16, with which she had to comply. 

Finally, we note another reason for finding no conflict

between the Charter Law and the MCUAL with respect to removal of 

commissioners. There are several provisions under the Charter 

Law that reference the MCUAL. The Charter Law specifically gave 

counties operating under the optional forms of government the 

ability to reorganize, alter, or abolish county agencies, so 

long as required services continued to be provided. But the 
25

statute carved out an exception for governmental entities 

established under the MCUAL:

All county offices, boards, commissions and 

authorities authorized or established by 

statute, other than an authority organized 

under the “municipal and county utilities 

authorities law,” P.L.1957, c.183 (C.40:14B-1 

et seq.), those boards and offices which are 

subject to the provisions of subsection b. of 

section 125 of P.L.1972, c.154 (C.40:41A-125), 

and other than educational institutions 

authorized or established pursuant to Title 

18A of the New Jersey Statutes, shall be 

considered to be county agencies for the 

purposes of this section.

[N.J.S.A. 40:41A-30 (emphasis added).]

The Sponsor’s Statement to the 1997 amendment that added the 

language exempting utilities authorities provided as follows:

This bill would prohibit the board of 

freeholders of a county organized under the 

“Optional County Charter Law,” P.L. 1972, c. 

154 (C. 40:41A-1 et seq.), from purging the 

members of a county utilities authority 

through its power to “reorganize” an authority 

pursuant to section 30 of P.L. 1972, c. 154 

(C. 40:41A-30). The “municipal and county 

utilities authorities law,” P.L. 1957, c. 183 

(C. 40:14B-1 et seq.), contains sufficient 

procedures for dissolving an authority or 

removing authority members for inefficiency, 

neglect of duty or misconduct in office that 

a freeholder board should not need to resort 

to a vague “reorganization” power that has a 

great potential for political abuse.

[Sponsor’s Statement to S. No. 1891 (1997).]

We find that statutory section and history supportive of our 

conclusion. 
26

Accordingly, we affirm the judgment of the Appellate 

Division, and that of the trial court, that declared the County 

Executive’s termination of the seven commissioners to be ultra 

vires and void.

VI. 

With respect to the Authority’s challenge to the County 

Executive’s exercise of her veto power over the Authority’s 

minutes approving the inclusion of the $5000 stipend paid as 

compensation to Authority commissioners, as well as inclusion of 

funds for the provision of health benefits to the commissioners, 

we take each issue in turn. 

A.

Having determined that commissioners have protected rights 

under the MCUAL that must be respected if harmonization is 

possible between that Act and the Charter Law, we turn to the 

stipend question. N.J.S.A. 40:14B-17 provides utilities

commissioners absolute protection from reduction in 

compensation, unless they consent to a reduction, during the 

term of their office. Under N.J.S.A. 40:14B-17, the 

compensation to be paid to commissioners was placed in the hands 

of the governing body when the Authority was reorganized. The 

board of freeholders held the power to set compensation in the 

reorganizing resolution that created the modern Authority 

existing in Bergen County and to make the compensation subject 
27

to annual or other limitations established in that original 1979 

resolution.

Although the county executive has broad authority to 

exercise her veto power over Authority minutes on a wide range 

of substantive topics, see N.J.S.A. 40:41A-37(h), that power 

must be harmonized with other more specific protective 

legislation, such as N.J.S.A. 40:14B-17. Hence, our analysis 

depends on an interpretation of the 1979 resolution when the 

board of freeholders exercised the authority granted to it under 

N.J.S.A. 40:14B-17. 

The resolution is not a model of clarity for it is brief in 

structure yet encompasses the accomplishment of many tasks 

called for in an original reorganizing resolution. As noted 

previously, the resolution authorized the reorganization, see

N.J.S.A. 40:14B-4(a), established the required staggered terms 

for reappointed members of the previous sewer authority, who 

were named newly appointed members of the seven-member utilities 

authority, see N.J.S.A. 40:14B-4(a), (b)(1), and -6(b), and 

established a $5000 annual stipend for the first-appointed named 

commissioners of the new reorganized Authority. 

The County Executive argues, and the Appellate Division 

determined, that the language in the 1979 resolution merely 

authorized $5000 stipends for the named persons in the 

resolution. That is one possible reading. However, it does not 
28

take into account that the resolution had to name individually 

the reappointed commissioners from the predecessor sewer 

authority and that the resolution had to identify the specific

staggering of terms for the reappointed commissioners to the 

newly created entity under the directions provided by statute. 

In that context, the board had the opportunity to provide for 

compensation to be paid to the commissioners and it did so, 

referencing an annual $5000 stipend. It did not add any 

specific limitation that gives the direction that the County 

Executive, and the Appellate Division, read into the language.

The language is ambiguous. Yet, we have the benefit of 

decades of practice that treated the $5000 stipend as the 

compensation that came with appointment to the position of 

commissioner. It is unreasonable to ignore that past practice. 

It is unreasonable to ignore that the Board held in its hands 

the opportunity to alter the compensation practice being 

uniformly followed by passing a subsequent resolution. See

N.J.S.A. 40:14B-17. It did not do so until after this dispute 

between the County Executive and the Authority arose. In light 

of the totality of circumstances, we are loath to interpret the 

ambiguous wording of the 1979 resolution as not having set an 

annual compensation (the $5000 stipend) that would be paid to 

commissioners upon appointment to a term on the Authority. We 

so hold and therefore reverse the judgment of the Appellate 
29

Division. The County Executive’s use of the veto power to 

diminish the compensation being paid to the Authority 

commissioners violated N.J.S.A. 40:14B-17 and must be declared 

void.

B.

We do not reach the same conclusion in respect of health 

benefits to the commissioners. Applying the same analysis as 

used in respect of the stipend, we find affirmance of the County 

Executive’s use of her veto power to be straightforward.

It is apparent from the record that the Board of 

Freeholders never authorized by resolution the provision of 

health benefits to Authority commissioners as part of any 

compensation permitted under N.J.S.A. 40:14B-17. To the extent 

that the Authority commissioners took it upon themselves to 

authorize those benefits for themselves and to include provision 

for the cost of those benefits within the overall budgetary line 

that encompassed benefits provided to Authority employees, that 

action was subject to review by the County Executive during her 

scrutiny of the minutes of the Authority’s meeting that approved 

such budget action. Her supervisory authority to review and 

reject Authority action through her veto power under N.J.S.A.

40:41A-37(h) is broad and easily encompasses authority to 

disapprove such administrative action affecting the cost of 

services by the Authority. The County Executive’s determination 
30

to veto that portion of the minutes, and thereby to prevent the 

provision of health benefits to the commissioners, was well 

within her prerogative.

We therefore affirm the judgment of the Appellate Division 

that affirmed that use of the County Executive’s veto authority.

VI.

The judgment of the Appellate Division is affirmed in part 

and reversed in part. 

CHIEF JUSTICE RABNER, JUSTICES ALBIN and FERNANDEZ-VINA, 

and JUDGE CUFF (temporarily assigned) join in JUSTICE 

LaVECCHIA’s opinion. JUSTICE PATTERSON and JUSTICE SOLOMON each 

filed separate opinions, concurring in part and dissenting in 

part.
1

SUPREME COURT OF NEW JERSEY

A-36/37 September Term 2014

075060

NORTHWEST BERGEN COUNTY 

UTILITIES AUTHORITY,

Plaintiff-Appellant 

and Cross-Respondent,

v.

KATHLEEN A. DONOVAN, COUNTY 

EXECUTIVE OF THE COUNTY OF 

BERGEN, and COUNTY OF BERGEN,

Defendants-Respondents

and Cross-Appellants,

and

BERGEN COUNTY BOARD OF CHOSEN 

FREEHOLDERS,

Defendant.

JUSTICE SOLOMON, concurring in part and dissenting in part.

The people of Bergen County adopted, by a 1985 referendum, 

the county executive form of government and, through a clear and 

unambiguous mandate, conferred upon their County Executive broad 

authority to manage county affairs. I join the majority’s 

holding that the County Executive had the authority to veto the 

provision of health benefits to the commissioners of the 

Northwest Bergen County Utilities Authority (the Authority).

However, I cannot agree with the majority’s conclusions that the 

County Executive did not have the statutory authority under the 
2

Optional County Charter Law (the Charter Law), N.J.S.A. 40:41A31 to -41, to veto compensation for commissioners and to remove 

them from office. I am compelled to dissent because “[i]t is 

not our function to rewrite a plainly written statute or to 

presume that the Legislature meant something other than what it 

conveyed in its clearly expressed language.” Murray v. 

Plainfield Rescue Squad, 210 N.J. 581, 592 (2012) (citing 

DiProspero v. Penn, 183 N.J. 477, 492 (2005)).

I.

In 1972, the Charter Law was passed by the Legislature and 

signed by the Governor, enabling voters to choose the form of 

county government they believe will be most efficient and cost 

effective. See N.J.S.A. 40:41A-26 (“The intent of this act is 

to enable a county that has adopted a charter pursuant to this 

act to cause any duty that has been mandated to it by the 

Legislature to be performed in the most efficient and 

expeditious manner[.]”). 

The people of Bergen County specifically chose to have 

their county “governed by [the county executive plan], by the 

provisions of [the Charter Law] applicable to all optional 

plans, and by all general laws[.]” N.J.S.A. 40:41A-25. 

Recognizing that some of the newly adopted provisions under the 

Charter Law clashed with general laws, the Legislature directed 
3

that the Charter Law prevail over inconsistent provisions of a 

general law:

For the purposes of this act, a “general law” 

shall be deemed to be such law or part thereof, 

heretofore or hereafter enacted, that:

a. Is not inconsistent with this act; and 

b. Is by its terms applicable to or 

available to all counties, or;

c. Is applicable to all counties or to any 

category or class of counties, and deals 

with one or more of the following 

subjects: the administration of the 

judicial system, education, elections, 

health, county public authorities, 

taxation, and finance, and welfare.

[N.J.S.A. 40:41A-26 (emphasis added).]

Therefore, provisions of the Municipal and County Utilities

Authorities Law, N.J.S.A. 40:14B-1 to -78 (MCUAL), as a general

law, must yield if inconsistent with provisions of the Charter

Law. At issue here are the differences between the MCUAL and

the Charter Law regarding the scope of the County Executive’s

veto and removal power.

II.

A.

Beginning with the County Executive’s veto powers, under 

the Charter Law, the County Executive has discretion to veto 

within ten days of delivery “all or part of the minutes of every

meeting of a county authority organized pursuant to the 
4

provisions of [the MCUAL].” N.J.S.A. 40:41A-37(h). By 

deliberately choosing the unambiguous language “all . . . of the 

minutes of every meeting,” the Legislature unequivocally 

provided the County Executive with broad veto power. See

O’Connell v. State, 171 N.J. 484, 488 (2002) (“Where a statute 

is clear and unambiguous on its face and admits of only one 

interpretation, a court must infer the Legislature’s intent from 

the statute’s plain meaning.” (citing V.C. v. M.J.B., 163 N.J.

200, 217, cert. denied, 531 U.S. 926, 121 S. Ct. 302, 148 L. Ed.

2d 243 (2000))).

The majority cites N.J.S.A. 40:14B-17 of the MCUAL as a 

limitation on the County Executive’s veto power. That section 

allows the Board of Freeholders to pass a “resolution, ordinance 

or parallel ordinances for the creation of a municipal authority 

or for the reorganization of a sewerage authority as a municipal 

authority,” and to set forth the level of compensation for 

commissioners “within the limitations stated in such resolution, 

ordinance or parallel ordinances.” N.J.S.A. 40:14B-17 further 

provides that “[t]he said provisions or limitations stated in 

any such resolution, ordinance or parallel ordinances may be 

amended or added by subsequent resolution, ordinance or parallel 

ordinances, as the case may be,” but may not “reduc[e] any such 

[compensation] . . . as to any member of the municipal authority 
5

then in office except upon the written consent of such member.” 

N.J.S.A. 40:14B-17 (emphasis added). 

My colleagues claim that N.J.S.A. 40:41A-37(h) of the 

Charter Law, describing the County Executive’s veto power, 

conflicts with N.J.S.A. 40:14B-17 of the MCUAL, but ignore the 

Legislature’s 2010 amendment to the MCUAL which confirmed the 

County Executive’s broad powers to veto any action taken by the 

Authority. L. 2010, c. 52, § 3 (codified at N.J.S.A. 40:14B14(b)). Indeed, N.J.S.A. 40:14B-14(b) of the MCUAL specifically 

provides that the minutes of every authority meeting are subject 

to veto by the County Executive:

The minutes of every meeting of an authority 

created by a county organized pursuant to the 

provisions of the “county executive plan” of 

the “Optional County Charter Law,” P.L.1972, 

c.154 (C.40:41A-1 et seq.)5 shall be delivered 

by the end of the fifth business day following 

the meeting, except as otherwise provided in 

subsection d. of this section, by and under 

the certification of the secretary of the 

authority to the county executive. Except as 

otherwise provided in subsection d. of this 

section, no action taken at a meeting by the 

members of an authority shall be effective 

 

1 Although the Authority was “created” before Bergen County 

adopted the county executive plan, the Sponsor’s unqualified 

Statement to the bill evidences that N.J.S.A. 40:14B-14(b) is 

applicable to all counties “organized” under the “Optional 

County Charter Law”: “This Bill gives the county executives in 

counties organized pursuant to the provisions of the ‘Optional 

County Charter Law’ . . . the power to review and approve or 

veto, within 10 days of delivery, all or part of the minutes of 

every meeting of . . . any county utilities organized pursuant 

to the provisions of [the MCUAL].” Sponsor’s Statement to 

Assembly No. 162 (1995).
6

until approved by the county executive or 

until 10 days after the copy of the minutes 

shall have been delivered. If, within the 10-

day period, the county executive returns to 

the authority and to the board of freeholders 

the copy of the minutes with a veto of any 

action taken by the authority or any member 

thereof at a meeting, together with a written 

explanation of the reasons for his veto of the 

action, that action shall be of no effect 

unless the board of freeholders overrides the 

veto of the action by a majority vote of its 

full membership within 10 days of the receipt 

of the veto action. The county executive may 

approve all or any part of an action taken at 

a meeting prior to the expiration of the 10-

day period. If the county executive takes no 

action with respect to the minutes within the 

10-day period, the minutes shall be deemed to 

be approved. The veto powers accorded under 

this subsection shall not affect in any way 

the covenants contained in the bond indentures 

of the authority, or any collective bargaining 

agreement or binding arbitration decisions 

affecting employees of the authority.

[(Emphasis added).]

Nevertheless, the majority perceives a conflict between the 

Charter Law and MCUAL, and concludes that the Charter Law “must 

be harmonized with other more specific protective legislation 

such as N.J.S.A. 40:14B-17 [of the MCUAL],” ante at __ (slip op. 

at 27), ignoring the Legislature’s 2010 amendment to the MCUAL

reflected in N.J.S.A. 40:14B-14(b). Even if an inconsistency 

does exist, there is no basis for the majority to disobey our 

Legislature’s directive that the Charter Law prevail over 

inconsistent provisions of a general law, such as the MCUAL. 

N.J.S.A. 40:41A-26.
7

Furthermore, if it is assumed that the unambiguous language 

of the Charter Law does not resolve whether the County Executive 

possessed the power to veto authority minutes providing salaries 

to commissioners, it remains that: (1) the Legislature’s 2010 

amendment to the MCUAL confirmed the County Executive’s broad 

powers to veto any action taken by the Authority, N.J.S.A.

40:14B-14(b);6 (2) the Board of Freeholders passed a 1979 

Resolution creating the Authority and establishing “annual” 

compensation only for the commissioners named in the Resolution; 

(3) the language of the Resolution specifically states that the 

stipends to the named commissioners terminated at the end of 

their respective terms; and (4) the Board did not pass a new 

resolution, ordinance, or parallel ordinance providing 

compensation for subsequently appointed Authority commissioners 

pursuant to N.J.S.A. 40:14B-14. 

Still, the majority attempts to justify its conclusions 

regarding the County Executive’s power to veto stipends for 

commissioners by noting that prior County Executives never 

vetoed the Authority’s thirty-year-long practice of paying 

stipends to its commissioners. The majority also claims the 

Board of Freeholders condoned the Authority’s practice by not 

passing a subsequent resolution to alter that practice. As 

 

2 The majority agrees that the County Executive’s veto is valid 

as to health benefits provided to commissioners.
8

noted above, however, N.J.S.A. 40:14B-17 of the MCUAL places an 

affirmative obligation on the Board of Freeholders to pass a 

resolution, ordinance, or parallel ordinance outlining

compensation for Authority commissioners. Plainly, the 

compensation scheme for the inaugural members of the Authority 

was to cease when their terms ended -– there is no other 

“possible reading.” Therefore, subsequent commissioners’ 

compensation could not have enjoyed the purported protection of 

the MCUAL. 

B.

The majority’s decision to restrict the County Executive’s 

removal power is similarly mistaken. N.J.S.A. 40:41A-37(c) of 

the Charter Law provides that the County Executive “[m]ay, at 

his discretion, remove or suspend any official in the 

unclassified service of the county over whose office the county 

executive has power of appointment in accordance with the 

provisions of section [N.J.S.A. 40:41-]87(b).” Since it is 

undisputed that “any official in the ‘unclassified service’” of 

the county includes the commissioners of the Authority,7 and 

 

3 Under N.J.A.C. 4A:3-1.3(a)(4), an official is in “unclassified 

service” when “[a] specific statute provides that incumbents in 

the title serve for a fixed term or at the pleasure of the 

appointing authority[.]” The Authority commissioners here are 

officials in the “unclassified service” of the county because 

they serve at the pleasure of the County Executive. See

N.J.S.A. 40:41A-37(b) (granting County Executive authority to 

appoint “members of . . . authorities”); see also N.J.S.A.
9

since the County Executive has the authority to appoint members 

of county commissions subject to the Freeholder Board’s advice 

and consent, N.J.S.A. 40:41A-37(b),8 the County Executive has 

exclusive and discretionary power to remove commissioners of the 

Authority. N.J.S.A. 40:41A-37(c). As stated previously, this 

provision of the Charter Law trumps any inconsistency found in 

the MCUAL regarding removal of commissioners. N.J.S.A. 40:41A26.

Nonetheless, if we, once again, consider the two statutes 

in an effort to “harmonize” them, the MCUAL provides that the 

“governing body”9 may remove “a member of a municipal authority” 

for cause only:

A member of a municipal authority may be 

removed only by the governing body by which he 

was appointed and only for inefficiency or 

neglect of duty or misconduct in office and 

after he shall have been given a copy of the 

charges against him and, not sooner than 10 

days thereafter, had opportunity in person or 

by counsel to be heard thereon by such 

governing body.

 

40:41A-37(c) (granting County Executive discretionary authority 

to remove Authority commissioners).

4 The majority concedes that the County Executive has the 

appointment power over commission members. See also N.J.S.A.

40:41A-37(b) (stating that the County Executive, “[w]ith the 

advice and consent of the board, shall appoint . . . the members 

of all county boards, commissions and authorities”).

5 Under both the Charter Law and the MCUAL, “governing body” is 

defined as both the Board of Freeholders and the County 

Executive. N.J.S.A. 40:14B-3(3); N.J.S.A. 40:41A-32(b). 
10

[N.J.S.A. 40:14B-16.]

The majority relies upon the legislative history of N.J.S.A.

40:41A-30 to argue that N.J.S.A. 40:41A-37(c) of the Charter Law 

and N.J.S.A. 40:14B-16 of the MCUAL regarding removal of 

commissioners are not inconsistent. However, the Sponsor’s 

Statement for N.J.S.A. 40:41A-30 explains that N.J.S.A. 40:14B16 applies when the Board of Freeholders seeks to purge members 

of a utilities authority by using its power to reorganize. 

Sponsor’s Statement to Senate Bill No. 1891 (1997). Here, the 

Authority is not being purged through reorganization10 by the 

Board of Freeholders; seven of the nine commissioners are being 

terminated by the County Executive in the exercise of her 

authority under N.J.S.A. 40:41A-37(c) of the Charter Law. While 

both the MCUAL and the Charter Law speak to the removal of

members of the Authority, the MCUAL’s allowance of removal of a 

commissioner only for cause cannot be reconciled with the broad, 

discretionary authority afforded to the County Executive under 

the Charter Law and must yield to N.J.S.A. 40:41A-26.

I concede that the County Executive’s removal power under 

the Charter Law is subject to the due process requirements of

N.J.S.A. 40:41A-87(b) and that the County Executive’s authority 

 

6 There was no hearing conducted and no record established in 

this regard.
11

to terminate the commissioners “effective immediately” is not 

found in the Charter Law:

a. [T]he board may, by a resolution of 

disapproval, adopted by a two-thirds vote of 

the whole number of the board, prevent the 

dismissal of certain employees under 

conditions as set forth in subsection b. of 

this section.

b. Suspensions will take effect immediately 

upon personal service of notice setting forth 

the order of suspension or dismissal. 

Dismissal or suspension for a definite term 

shall occur automatically in 30 calendar days 

from receipt of notice. But, if the officer 

or employee requests a public hearing on his 

dismissal or suspension for a definite term, 

no action beyond temporary suspension may be 

taken until the individual to be suspended or 

dismissed is given a public hearing not less 

than 15 nor more than 30 days after personal 

service of written notice of contemplated 

action. A copy of such notice shall be filed 

with the clerk to the board of freeholders 

immediately upon service of notice to the 

individual to be suspended or dismissed. In 

the event that within 35 days of receiving 

such notice, the board shall pass by a twothirds vote of the whole number of the board, 

a resolution of disapproval, all proceedings 

and any suspension or dismissal of the 

individual shall be voided. 

. . . .

If, however, the suspension or dismissal order 

shall allege that the individual against whom 

action is contemplated or pending has 

committed a criminal act in the conduct of his 

public trust, no resolution of the board shall 

stay proceedings and the matter shall be 

brought to a public hearing in the manner 

prescribed above. If at that hearing probable 

cause for prosecution is found, all evidence 
12

shall immediately be forwarded to the county 

prosecutor for further action.

[N.J.S.A. 40:41A-87(a), (b) (emphasis added).]

However, contrary to the majority’s conclusion that the

dismissed commissioners were denied their right to a public

hearing, N.J.S.A. 40:41A-87(b) requires a public hearing if

requested, or “the suspension or dismissal order . . . allege[s] 

that the individual against whom action is contemplated or 

pending has committed a criminal act in the conduct of his 

public trust.” (Emphasis added). That is not the case here, 

where the dismissals were not premised upon “a criminal act” by 

commissioners in the conduct of their “public trust.” 

Furthermore, all seven commissioners in this matter were 

personally notified of the County Executive’s termination 

decision by mail on April 16, 2012. Thereafter, no commissioner 

sought relief from the County Executive’s action in accordance 

with the appeals process provided by the Charter Law, N.J.S.A.

40:41A-87(b), which states that “[d]ismissal or suspension for a 

definite term shall occur automatically in 30 calendar days” 

unless the dismissed or suspended officer or employee requests a 

public hearing after receipt of notice, or the Board of

Freeholders, by a two-thirds vote, vetoes the suspension or

removal before or after the hearing.
13

The dismissed commissioners never requested a public 

hearing, and nothing in the record indicates that the 

commissioners requested intervention by the Board of 

Freeholders. Instead, the Authority -- not the dismissed 

commissioners -- filed a complaint in lieu of prerogative writ 

with the Superior Court seeking review of the County Executive’s 

termination action. Therefore, the commissioners failed to 

satisfy the procedural requirements of N.J.S.A. 40:41A-87 and, 

hence, their termination was final thirty calendar days after 

the commissioners received notice of their termination by mail 

on April 16, 2012. Accordingly, the County Executive properly 

exercised her statutory right to remove the seven commissioners 

of the Authority. 

III.

As the majority correctly points out, this Court has a duty 

to “harmonize the provisions of all statutes that the 

Legislature has enacted for implementation affecting the 

subjects involved.” Ante at __ (slip op. at 14). However, that 

duty does not permit this Court to ignore a clear legislative 

directive. In light of the unambiguous command by the 

Legislature, the MCUAL must give way to the Charter Law in cases 

of conflict. There is no basis for the conclusion “that the 

Legislature intended for its two statutory schemes -– the 

Charter Law and the MCUAL -– to generally work harmoniously, not 
14

in conflict with one another” and, therefore, I concur in part, 

and dissent in part.
1

SUPREME COURT OF NEW JERSEY

A-36/37 September Term 2014

075060

NORTHWEST BERGEN COUNTY 

UTILITIES AUTHORITY,

Plaintiff-Appellant 

and Cross-Respondent,

v.

KATHLEEN A. DONOVAN, COUNTY 

EXECUTIVE OF THE COUNTY OF 

BERGEN, and COUNTY OF BERGEN,

Defendants-Respondents

and Cross-Appellants,

and

BERGEN COUNTY BOARD OF CHOSEN 

FREEHOLDERS,

Defendant.

JUSTICE PATTERSON, concurring and dissenting.

I join the Court’s opinion insofar as it holds that 

defendant Kathleen A. Donovan, County Executive of the County of 

Bergen (County Executive), lacked the authority to remove the 

commissioners of the Northwest Bergen County Utilities Authority 

(Authority), under the applicable provisions of the Optional 

County Charter Law, N.J.S.A. 40:41A-31 to -37, and the Municipal 

and County Utilities Authorities Law, N.J.S.A. 40:14B-1 to -78. 

See ante at ___ (slip op. at 20-26). I also join the Court’s 

opinion to the extent that it holds that the County Executive 
2

had the authority, pursuant to N.J.S.A. 40:41A-38(p), to reject 

by veto the Authority commissioners’ authorization of health 

benefits for themselves. See ante at ___ (slip op. at 29-30). 

I respectfully disagree with the Court’s holding that the County 

Executive lacked authority under N.J.S.A. 40:41A-38(p) to veto 

the Authority’s minutes providing for the payment of salaries to 

Authority commissioners. I join Justice Solomon’s concurring 

and dissenting opinion with respect to that issue. See ante at 

___ (slip op. at 3-8) (Solomon, J., concurring in part and 

dissenting in part).