Chapter III DIRECTORS, COMMITTEES AND EMPLOYEES OF THE BOARD

Managing Director.

1. (1) . The Managing Director shall be a person who has special knowledge or practical experience in respect of matters relating to water supply and sewerage, or has sufficient experience in administrative matters and arrangements.
2. (2) . The appointment of the Managing Director shall be for such period not less than three years as the Government may determine and the person appointed shall be eligible for reappointment.
3. (3) . The Managing Director shall be the Chief Executive Authority of the Board and shall be in charge of the day-to-day administration of the Board and shall exercise supervision and control over the employees of the Board.
4. (4) .

Executive Director A. Executive Director.

1. (1) An Executive Director shall be a person who has special knowledge or practical experience in respect of matters relating to water supply and sewerage or has sufficient experience in administrative matters and arrangements.
2. (2) The Executive Director shall hold office until the age of superannuation applicable under, or until his service is terminated pursuant to the terms and conditions determined under, section 12.

Finance and Engineering Directors.

1. (1) . The Finance Director shall be a person having practical experience in financial administration and in matters relating to finance and accounts, and the Engineering Director shall be a person qualified in engineering having experience in water supply and sewerage systems.
2. (2) . The Finance Director and the Engineering Director shall hold office until the age of superannuation applicable under, or until their services are terminated pursuant to the terms and conditions determined under section 12.

Term of office and conditions of service of the Chairman – The term of office and the terms and conditions of service of the Non-official Chairman appointed under Section-4-A and the manner of filling casual vacancies in the office of the Non-official Chairman shall be such as may be prescribed.

Terms and conditions of service of whole time directors - The remuneration and other terms and conditions of service of the Managing Director, Finance Director and Engineering Director, shall be, such as may be determined by the Government in the case of first appointment and in the case of subsequent appointments shall be such as may be prescribed by the Board with the approval of the Government.

Technical Director- The Technical Director shall be a person of proven experience and knowledge on water and sewerage service and who shall represent the Central or State Government or of a Local Authority or of a Corporation company owned or controlled by the Central or State Government and shall office for such period and subject to such terms and conditions may be prescribed by the Government.

Non-official directors.

1. (1) . The term of office of non-official directors shall be two years. Provided that such directors shall continue to hold office until the successors are nominated and assume office.
2. (2) .

Disqualifications for appointment as Non-Official Chairman or Director of the Board Disqualifications for appointment as Non-Official Chairman or Director of the Board.

1. (1) . No person shall be eligible for being appointed as Non-Official Chairman or as wholetime Director or nominated as a non-official director if he
   • (a) . has been removed or dismissed from the service of the Central or State Government or of a local authority or of a Corporation or Company owned or controlled by the Central or State Government, or
   • (b) . is or at any time has been adjudicated as an insolvent or has suspended payment of his debts or has compounded with his creditors; or
   • (c) . is of unsound mind and stands so declared by a competent court; or
   • (d) . has been convicted of any offence, which in the opinion of the Government involves moral turpitude; or
   • (e) . in the case of nomination as a non-official Chairman or nomination as a Non-Official Director, is an employee of the Board or of the Central or State Government or of a local authority or of a corporation or company owned or controlled by the Central or State Government; or
   • (f) . having directly or indirectly, by himself or by any partner any share or interest in any subsisting contract made with, or any work being done for the Board; or
   • (g) . is a Director or a Secretary, Manager or other Officer of any incorporated company which has any share or interest in any subsisting contract made with, or any work being done for, the board.
2. (2) . If the Non-Official Chairman or whole time Director or non-official director
   • (a) . becomes subject to any of the disqualifications mentioned in clauses
   • (a) to
   • (g) of sub-section (1), or
   • (b) . is absent without leave of the Board for more than three consecutive meetings thereof, he shall cease to be such Chairman or director or non-official director.
3. (3) . A person shall not be disqualified under clause
   • (f) or clause
   • (g) of sub-section
4. (1) or be deemed to have any share or interest in any contract within the meaning of those clauses, by reason only of his or his partner of the incorporated company of which he is a Director, Secretary, Manager, or other Officer, having a share or interest in
   • (i) . any sale, purchase, lease, or exchange of immovable property or any agreement for the same.
   • (ii) . any agreement for the loan of money or any security for the payment of money only.
   • (iii) . any newspaper in which any advertisement relating to the affairs of the Board is inserted.
   • (iv) . the occasional sale to the Board, if the sum paid as consideration does not exceed two thousand rupees in any one year of any article in which he or his partner of the incorporated company regularly trades.
5. (4) . A person shall not also be disqualified under clause
   • (f) or clause
   • (g) of sub-section
6. (1) or be deemed to have any share or interest in any contract with, by on behalf of, the Board, by reason only of his being a shareholder of such company:

Removal of Non-Official Chairman and Directors Removal of Non-Official Chairman and Directors.

1. (1) . If at any time, it appears to the Government that a whole time Director is unsuitable for such office, or has been guilty of any misconduct or neglect which renders his removal expedient, they may, by notification, remove him from office after giving him a reasonable opportunity of showing cause.
2. (2) . The Government, may by notification, remove non-official Chairman or any Non-Official Director after giving him a reasonable opportunity of showing cause
   • (a) . if he, being a legal practitioner acts or appears on behalf of any person other than the Board in any civil, criminal or other legal proceedings in which the Board is interested either as a party or otherwise, or
   • (b) . if he, in the opinion of the Government, is unsuitable or has become incapable of acting as Chairman or Director or has been guilty of any misconduct or neglect or has so abused his position as a Director as to render his continuance as such Chairman or Director detrimental to the interests of the Board.
3. (3) . A non-official Chairman or a Non-Official Director removed under the provision of clause
   • (a) of sub-section
4. (2) shall, unless otherwise directed by the Government, be disqualified for appointment as the Chairman or a Director for a period of three years from the date of such removal.
5. (4) . A non-official Chairman or Non-Official Director removed under clause
   • (b) of sub-section
6. (2) shall hot be eligible for reappointment until he is declared by an order of the Government to be no longer as ineligible.

Resignation and temporary absence of directors

1. (1) . Any director may resign his office, by giving notice in writing to the Government and the Director giving such notice of the resignation shall, on notification by the Government, be deemed to have vacated his office on and from the date on which the resignation is so notified.
2. (2) . If any whole-time Director is on account of illness or otherwise rendered temporarily incapable of carrying out his duties or is absent on leave or otherwise, in circumstances not involving the vacation of his office, the Government may authorise any other whole-time director to discharge the duties of such director in addition to his own.

Committees

1. (1) . There shall be established the following committees, namely
   • (a) . "Public Relation Committee" consisting of the Chairman of the Board, the Managing Director, the directors referred to in clause (c),clause (d), clause (e),
     • (I) and
     • (ii) of section 4, and one of the two Directors referred to in clause (e)
     • (v) if that section:
   • (b) . a "Tariff Committee" consisting of the Chairman of the Board, the Managing Director, the Finance Director, the Directors referred to in clause (b), clause (e),
     • (ii) and
     • (iii) of section 4, one of the two Directors referred to in clause (e)
     • (v) of that section and the head of the planning branch of the Board.
   • (c) . a "Tenders Committee" consisting of the Managing Director, the Finance Director, the Engineering Director, the Technical Director, the Executive Director and the Directors referred to in clause
   • (b) clause (e)
     • (ii) and
     • (iv) of section 4.
   • (d) . an "Employment Committee" consisting of the Managing Director, the Finance Director, the Engineering Director and the head of the personnel branch of the Board.
   • (e) . a "Management Committee" consisting of the Managing Director, the Finance Director, the Engineering Director and the heads of planning, personnel and materials branches of the Board.
2. (2) .

Meetings of the Board and the Committee Meetings of the Board and the Committee

1. (1) .
   • (a) The Board shall meet at least once in every three months.
   • (b) The Committee shall meet at such times as may be prescribed.
2. (2) . The Chairman of the Board and in his absence, the Managing Director, and in the absence of both, the person chosen by the Directors present from among themselves, shall preside at the meetings of the Board.
3. (3) . The meetings of the Public Relations Committee and the Tariff Committee shall be presided over by the Chairman of the Board and the meetings of the Tenders Committee, the Employment Committee and the Management Committee shall be presided over by the Managing Director.
4. (4) . The meetings of other Committee shall be presided over by such Director as may be specified by the Board.
5. (5) . In the absence of the director who is to preside at meetings under sub-section
6. (3) or sub-section
7. (4) the remaining members of the Committee concerned shall choose one among themselves to preside at the meeting concerned.
8. (6) . The Board and the Committee shall observe such rules of procedure in regard to the transaction of business at meetings as may be prescribed.
9. (7) . All issues at any meeting of the Board or any Committee shall be decided by a majority of the votes of the Directors or the members of the Committee present and voting and in the case of equality of votes, the person presiding shall have and exercise a second or casting vote.
10. (8) . If for any reason a Director referred to in clause (aa),clause (b), clause (c), or clause
    • (d) of section 4, is unable to attend any meeting of the Board or of any Committee, the Government may, by order, in writing nominate an officer of the Government or an officer of the Chennai Metropolitan Development Authority or an officer of the Municipal Corporation of Chennai, as the case may be, to attend such meetings and the officer so nominated shall, for purposes of this Act, be deemed to be a Director.

Appointment of officers and other employees

1. (1) . The Board may appoint such officers and other employees as it considers necessary for the efficient performance of its functions: Provided that the Board shall not without previous approval of the Government, create any post the maximum monthly salary of which exceeds two thousand five hundred rupees, or appoint any person to any post the maximum monthly salary of which exceeds two thousand rupees.
2. (2) . Without prejudice to the provisions of sub-section (1), it shall be lawful for the Board to utilise such employees of the Government or any local authority or other institution on such terms and conditions as may be agreed upon between the Board and the Government, or local authority, or institution, as the case may be.

Appointment of employees of local authorities

1. (1) . Subject to the provisions of sub-section (2), every person, who immediately before the notified date, is an employee of local authorities and who has been serving in connection with the water supply or sewerage system maintained in respect of the Chennai Metropolitan Area shall, as from that date be transferred to the service under the Board in accordance with the provisions of this section. Provided that nothing contained in this section shall apply to any employee of the Tamil Nadu State Housing Board or the Tamil Nadu Slum Clearance Board or an employee of any other existing authority who has, by notice, in writing intimated his intention of not becoming an employee of the Board within a period of three months from the notified date. (2)
   • (a) . For the purpose of sub-section (1), the number of employees to be transferred to the service of the Board shall not exceed the total number of employees of the existing authority serving as on the first day of January 1977, in connection with the water-supply or sewerage system maintained by such existing authority for the Chennai Metropolitan Area.
   • (b) . If the number of employees of an existing authority eligible for transfer under sub-section
2. (1) exceeds the total number referred to in clause
   • (a) the existing authority concerned shall determine the number of employees to be transferred so as to confirm to such total number.
   • (c) . If there is any doubt or dispute as to whether any employee has been serving in connection with water-supply or sewerage service, as referred to in sub-section
3. (1) or is eligible for transfer to service under the Board, or has not been properly excluded from the employees to be transferred, the matter shall be referred to the Government whose decision thereon shall be final.
4. (3) . The Board may select an employee of an existing authority to which sub-section
5. (1) applies, for appointment to the service of the Board if such employee has been serving partly in connection with the water-supply or sewerage system maintained for the Chennai Metropolitan Area Provided that no such appointment shall be made without the consent of the employee concerned.
6. (4) . An employee appointed to the service of the Board under sub-section
7. (2) or sub-section
8. (3) shall
   • (a) . cease to be an employee of the existing authority concerned with effect from the date of his appointment to the service of the Board
   • (b) . become an employee of the Board on such remuneration and other terms and conditions of service as the Board may determine and such determination shall be final; Provided that the remuneration and other terms and conditions of service of such an employee shall not be varied by the Board to his disadvantage except with the previous approval of the Government.
9. (5) . In respect of every employee who is appointed to the service of the Board under sub-section
10. (2) or sub-section
11. (3) the existing authority concerned shall transfer to the Board the full amount on account of provident fund or other superannuation fund, if any, lying to his credit with such authority on the date on which such appointment takes effect and the period of service under the existing authority of each such employee shall be taken into account in determining the amount of pension or gratuity, if any, to which an employee may be entitled on the termination of his service under the Board.
12. (6) . An existing authority shall, in respect of employees appointed under sub-section
13. (2) and sub-section (3), credit to the Board such amounts as represent the cash equivalent of any leave credited to or any length of service taken or required to be taken into account by the Board for gratuity or pension of such employees and if there is any dispute about the amounts, the matter shall be referred to the Government whose decision thereon shall be final; Provided that the payment of the amount of such cash equivalent to the Board shall be in such manner as may be agreed by Board, and shall be made in installments or at the time when the gratuity or pension becomes due.
14. (7) . Not withstanding anything contained in any law relating to industrial disputes or any other law, for the time being in force, no employee transferred or appointed in the service of the Board under sub-section
15. (2) or sub-section
16. (3) shall be entitled to any compensation under any such law by reason only of the termination of his service under the existing authority and no claim for such compensation shall be entertained by any court, tribunal or other authority.
17. (8) . No person who becomes an employee of the Board under this section shall have any right or claim against the Board in respect of his service prior to his becoming such employee except as otherwise provided in this section.

Common service cadre - Notwithstanding anything contained in any other provision of this Act or in any other law, for the time being in force, or in any contract or other instrument, the Board may, with the concurrence of the Tamil Nadu Water Supply and Drainage Board establish common service cadres, and service conditions for the staff employed by either Board and such staff shall be liable to be posted or transferred to the service of either Board Provided that no employee of an existing authority appointed to the service of the Board under section 20 shall be transferred or posted to the service of the Tamil Nadu Water Supply and Drainage Board except with his consent.

Delegation of powers - The Board may by general or special order delegate to any Committee or to any director or to any officer or other employee of the Board, subject to such conditions and limitations, if any, as may be specified, such of its power and functions under this Act. Provided that the Board shall not delegate any of its powers and functions referred to in section 12, sub-section

1. (2) of section 17 sub-section
2. (2) of section 19 and section 21 and the power to make regulations under this Act.

Indemnity of certain, Directors and bar to proceedings

1. (1) . Every Non-official director shall be indemnified against any losses and expenses incurred by him in or in relation to, the discharge his duties except such as are caused by his own wilful act or default.
2. (2) . No suit or other proceeding shall be instituted against any director or member of any Committee or officer or employee of the Board for anything in good faith done or intended to be done in pursuance of this Act or any regulation or other instrument made thereunder.

Defects not to invalidate acts

1. (1) . No act or proceeding of the Board or of any Committee shall be questioned on the ground merely of the existence of any vacancy in or defect in the constitution or reconstitution of, the Board or the Committee, as the case may be
2. (2) . All acts done by any person acting in good faith as a director shall, notwithstanding that he was disqualified to be a director or that there was any other defect in his appointment, be deemed to be valid.