                                                    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. 40:41A-
31 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.
                                                         1
          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).


                                                          2
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.




                                                         3
                                     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.



                                1
    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

                                  2
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. 40:41A-

32(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



                                 3
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

                                   4
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

                                 5
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.

                                   6
       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

                                  7
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.
                                 8
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.
                                  9
    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

                                10
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

                                 11
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

                                12
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

                                13
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.

                                  14
         [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.


                                15
         [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.

                                 16
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. 40:41A-

37(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

                                   17
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. 40:41A-

37(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.



                                18
    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.


                                19
                               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

                                20
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 well-

established 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




                                21
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).
                                 22
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 lesser-

protected employees.   Such an interpretation of N.J.S.A. 40:41A-

37(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

                                 23
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

                                  24
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.


                               25
    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

                                26
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

                                27
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

                                 28
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

                                  29
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.




                               30
                                      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


                                1
Optional County Charter Law (the Charter Law), N.J.S.A. 40:41A-

31 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



                                 2
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


                                  3
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



                                4
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. 40:14B-

14(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).
                                   5
         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.

                                6
     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.
                                  7
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.
                                8
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. 40:41A-

26.

      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).
                                 9
          [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. 40:14B-

16 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.
                                  10
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 two-
         thirds 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


                               11
         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.




                                12
    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

                                  13
in conflict with one another” and, therefore, I concur in part,

and dissent in part.




                               14
                                       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


                                1
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).




                                 2
