Loading...
HomeMy WebLinkAbout6.k. MVTA Joint Powers & Bylaw ChangesAGENDA ITEM: MVTA JOINT POWERS BYLAW C uuJna CHANGES AGENDA SECTION: CONSENT PREPARED BY: THOMAS D. BURT, CITY ADMINISTRATOR AC, N.A. 0 4 ieMi t it 0 a� ATTACHMENTS: LETTER, BY -LAWS APPROVE CITY OF ROSEMOUNT EXECUTIVE SUMMARY FOR ACTION CITY COUNCIL MEETING DATE: APRIL 2, 2002 This was discussed at a Committee of the Whole work session on March 13, 2002 and City Council concluded that the at -large commissioner should be appointed by all five-member cities with a unanimous decision. Council recommends that these amendments be approved with that stipulation. RECOMMENDED ACTION: MOTION to approve the amendment of the Joint Powers Agreement and Bylaws for MVTA. MOTION to appoint the at -large commissioner by all five of the commissioners representing cities that are members of MVTA with a unanimous decision. COUNCIL ACTION: 1,-n!a d M. Addinl:lnn N. a'ahFi Gnri( Antra IL B..1nnr.1 RI hnrl IAinnim D I. I. IIri-1 isn +an, Jr. h rnn4 '!,rl Marvin- I n. \j'' Paned. Jr. J..ha A. 111tIl.m. Jr J a nn.- 1 1 1 1 b e Hng Fi. Ii! .II I H. II1 r. Ir \lam. I. km.11 Dal 911 S ,.0 b. 1 Charlr.1:. Rrr1n1.1 I.r...nr, b ..,,u 1. I 111 L Ibn1i.A II. Ih. nn, I anal. :nlluan 1),1ni.1 H.U. IA In. ba. 11. /!LAP II A Paul F. Aan11r LI H l R1nn -11 1 a n a I:L �•..I Man I• 51n n.ILu \I. Ha-. Lalh.rnr l r. •1nl n.[ iron AI. H,.hn- I unh r_r�I.I.. m 111.1.-91 nhrn 1 \I.,n-r I ninon Jill H. I.. Danl. I Ae1.1an II..Hn1 11. 1 .a,- Lm h -IRrr I_:mhw 1. Hug. an M nr1.n. 1. l'rlri.nu Drn]Ill. Alarph. H.2. 11 I. Brion C. I!dv Rel. e „r A.1. I1.JIee 01 1 1)I \.FI. War H. I ern- 1 rl in1.nh1 Spencer 11°11 1 M. .Aare Jelin H. 1 am Jan.- 11. 11Is11 R.1.01 L.1. rash.. Fra,A I. UE1I "...nu I' Al.,ro Jam,. 1. ring H11Lrn J. rlanacun FOUNDED 192n BEST FL.A, \ALAN LLP ATI URNEIS AT L AII 4000 LS Hawk Place 611 Stroud Avenue South Alinneap)li, Minnrsnta 55402 -4331 'relrphone 612 380 7121 Fat moot.- 612 :1719 5897 (■nt Mr. Tom Lawell Apple Valley City Manager Municipal Center 7100 West 147 Street Apple Valley, MN 55124 Mr. Tom Hedges Eagan City Manager City Hall 3830 Pilot Knob Road Eagan. MN 55122 Mr. Stephen King Savage City Manager City Hall 6000 McColl Drive Savage, MN 55378 Gentlemen: Writer's Direct Dial No.: (612) 341 -9722 E -Mail Address: bross;wbestlaw.com February 27, 2002 Re: Minnesota Valley Transit Authority Mr. Gregory Konat Burnsville City Manager City Hall 100 Civic Center Parkway Burnsville, MN 55337 Mr. Thomas Burt Rosemount City Manager City Hall 2875 145 Street West Rosemount, NIIV 55068 I represent Minnesota Valley Transit Authority and I am writing with respect to amendment of the Joint Powers Agreement and Bylaws for MVTA. 1 have enclosed an Amended and Restated MVTA Joint Powers .Agreement and an Amended and Restated Bylaws. The MVTA Board is requesting that each of the cities approve the Amended and Restated Joint Powers Agreement and ratify the Amended and Restated Bylaws. As a separate action, MVTA is requesting that each of the cities decide whether to approve the amendtent of the provision in paragraph 5 of the Joint Powers Agreement regarding appointment of the at -large commissioner. The board members were in agreement with respect to the changes in the Amended and Restated Joint Powers Agreement and are requesting that be approved, but voted to have the issue regarding the at -large commissioner decided by the cities. The issue is whether the at -lark commissioner should be appointed by all five of the commissioners representing cities February 27, 2002 Page 2 that are members of MVTA, or whether the at -large commissioner should be appointed by the commissioners from Burnsville, Eagan and Apple Valley, which is the current provision in the Joint Powers Agreement. If the cities unanimously approve amending this provision, it will be included in the Amended and Restated Joint Powers Agreement that is circulated for signature. If this provision does not receive unanimous approval, the Amended and Restated Joint Powers Agreement will be circulated for signature with this provision remaining unchanged from the current language in the Agreement. I had a meeting with the city attorneys for the member cities of MVTA, and the attorneys have approved the language of the amendments except for the issue with regard to the at -large commissioner. A number of the amendments to the Joint Powers Agreement and the Bylaws are housekeeping amendments. The substantive amendments are as follows: Joint Powers Agreement. Board of Commissioners. With the withdrawal of Prior Lake, the Board consists of eight (8) voting commissioners rather than nine, and the language of paragraph 5(A) has been revised to reflect that. Paragraph 5(B) has been revised to provide that the alternate commissioner for each party may or may not be an elected official as detennined by each party. The Joint Powers Agreement provides that each party shall appoint a staff member to the Technical Work Group, and language is added to paragraph 5(A) to provide that the alternate commissioner and the Technical Work Group member may be the same person. Therefore. cities that want to retain the current practice of appointing a staff member as both alternate commissioner and Technical Work Group member may do so, and cities that do not want to appoint a staff member as alternate commissioner have the option of appointing an elected official. Paragraph 5(E) has been revised to require three (3) commissioners appointed by the parties rather than four (4) to constitute a quorum of the board. This paragraph has also been revised to provide that actions at a meeting require the affirmative vote of a majority of the commissioners present at the meeting, which majority must conclude at least three (3) of the commissioners appointed by the parties. Powers and Duties of the Authority. Paragraph 6(A) has been revised to reflect the change in funding source during the 2001 Legislative Session by referring to the new statute, Mimi. Stat. Section I6A.88. Paragraph 7(B) has also been revised to reflect that the amount of assistance to he provided by each party is the amount appropriated to each party plus a total amount each February 27. 2002 Page 3 party levies, rather than the current language which reads the total amount of assistance which each party receives. This retlects the change by the Legislature last year in which funding now is provided to the Met Council in the amount appropriated to each city rather than the cities levying the taxes for operating dollars or receiving the funds directly from the Met Council. The funds will flow from the Met Council to MVTA rather than to the cities. The cities still have the authority to levy taxes for capital projects pursuant to Section 16A.88 which is reflected in the amended language. Executive Director Authority. The MVTA Board has determined that the consensus of the cities is that the authority to hire and terminate personnel should rest with the Board rather than the Executive Director. Paragraph 6(E) of the Joint Powers Agreement has been revised to specifically state that the Authority shall hire and terminate personnel and provide compensation, insurance, and other terms and conditions that it deems necessary. Budget. Paragraph 7(A) has been revised to require the Executive Director to submit the preliminary budget to the Board and also to the cities for approval within thirty (30) days of the date of submittal. This provides for the working budget to be submitted to the cities at the same time that it is submitted to the Board for approval so that the cities have time to make comments and yet the budgeting process for Minnesota Valley will not be delayed. 'fhe language has also been revised to provide that the budget shall be deemed approved by a party that fails to approve or disapprove the budget within the thirty (30) day period. Insurance. Paragraph 8 has been revised to insert more specific language with regard to obtaining liability insurance for the Authority. The language provides that the Authority is required to provide all parties with copies of the liability insurance coverage documents. and in the event the insurance is cancelled or otherwise becomes unavailable the Authority shall purchase similar liability insurance coverage from another entity. It also provides the Authority shall purchase insurance in addition to liability insurance in such amounts and on such terms as the Authority shall determine. Duration of Agreement. Paragraph 9 was amended to provide that a party that is withdrawing shall provide notice no later than February 15 of the year at the end of which such withdrawal is to be effective rather than January 10'x'. Febniary 27, 2002 Page 4 Distribution of Assets. This section has been changed to reflect that a party who is withdrawing shall not be reimbursed, except that ownership of a capital asset located within the city limits of the withdrawing party that was funded solely by funds levied by the withdrawing party shall be transferred to said party by the Authority. The language has further been revised to provide in the event of termination of the .Agreement by all parties. the assets will be distributed only after payment of debts and obligations required by terms of .state statutes, federal statutes, or contracts with the Metropolitan Council or federal agencies. This provision is to recognize the fact that the funding received from the Met Council and the Federal Government requires that transferred assets remain in regional use and would not be eligible to he distributed to the cities for a non transit use. Bylaws. Board of Commissioners. The language of the Bylaws has been changed to reflect eight (8) commissioners and the limit on the term of the at -large commissioner. Voting. Section 6 of Article V (formerly (IV) has been revised to reflect the fact that voting now requires a majority of the commissioners, which must include at least three (3) commissioners appointed by a party. Notice of Meetings. Article V (previously IV) has been revised to change sections 4 and 5 to state that notice of meetings shall be provided pursuant to applicable statutes. The language in section IV that was inconsistent with the Open Meeting Law has been deleted. Language was also added to Section IV that the Executive Director could call a special meeting in addition to the Chair and any two commissioners to reflect the practice of MVTA. Signatures. Article VII (formerly VI) and Article VIII (fonnerly VII) regarding Officers and Executive Director have been revised to provide that both the Chair and the Executive Director shall sign contracts, agreements, deeds, and other documents and instruments. It has been the practice to obtain two signatures on such documents, and the Bylaws are being amended to be consistent with the practice. February 27, 2002 Page 5 Disbursement of Funds. Article X (formerly IX) has been revised to remove Section 2 as it authorized the payment upon written consent of Board members, and this could be construed as a violation of the Open Meeting Law. Official Newspaper. There is no provision in the current Bylaws regarding an official newspaper, and the practice has been to designate the official newspaper From all of the cities. The city attorneys indicated that they had no objection to one official newspaper for MVTA in order to reduce the cost of publication. It was the consensus that the newspaper for the City of Burnsville should be designated as the official newspaper of MVTA and Article X of the Bylaws has been added. If you have any questions or need any further information. please call me. BMR/dk cc: Beverley Miller 183275/010252-950712 Si nc_erely Barbara M. Ross AMENDED AND RESTATED MVTA JOINT POWERS AGREEMENT ESTABLISHING THE MINNESOTA VALLEY TRANSIT AUTHORITY •t THIS AMENDED AND RESTATED MVTA JOINT POWERS AGREEMENT greement") is by and among the Cities of Apple Valley, Burnsville, Eagan, Rosemount, and Savage from hence forth to be known as the "Cities," municipal corporations organized under the laws of the State of Minnesota. This Agreement amends and replaces the MVTA Joint Powers Agreement adopted in March 1993 and amended in April 1994 by the Cities of Apple Valley. Bumsville Ea an Prior Lake Rosemount and Sava• e. The A reement is made pursuant to the authority conferred upon the parties by Minnesota Statute 473.384, 473.388, and 471.59. WHEREAS, the Cities have completed a Project Study under the Metropolitan Transit Demonstration Program; NOW, THEREFORE, BE IT RESOLVED, in consideration of the mutual covenants contained herein, it is hereby agreed by and among the Cities: 1. Name. The Cities hereby create and establish the Minnesota Valley Transit Authority. 2. Purpose. The purpose of this Agreement is to provide public transit service for the Cities pursuant to Minnesota Statutes 473.388. 3. Definitions. (A) "AUTHORITY" means the organization created by this Agreement. (B) `BOARD" means the Board of Commissioners of the Minnesota Valley Transit Authority. (C) "COUNCIL" means the governing body of a party to this Agreement. (D) "REGIONAL TRANSIT BOARD (RTB)METROPOLITAN COUNCIL" is the regional'transit board metro olitan council as established by Minnesota Statutes 173.373473.11; S. (E) "PARTY" means any city which has entered into this Agreement. (F) "TECHNICAL WORK GROUP" is a committee consisting of one staff member of each party and each county which shall act as technical advisors to the Board shat -1 erve as the party's alternate commissioner. 4. Parties. The municipalities which are the original parties to this Agreement are Apple Valley, Burnsville, Eagan, Prior Lake, Rosemount, and Savage tt he City of Prior Lake has withdrawn). Additional Parties may be added by the concurrence of all the existing parties. No change in governmental boundaries, structure, organizational status or character shall affect the eligibility of any party listed above to be represented on the Authority so long as such party continues to exist as a separate political subdivision. 5. Board of Commissioners. (A) The governing body of the Authority shall be its Board which will consist of nine-(-940fl voting commissioners. Each party shall appoint one commissioner, add -one altemate conmrissioner, and a staff member to who shall also serve on the Technical Work Group. The alternate commissioner and the Technical Rork Group member may be the same person. The commissioners from the cities of Burnsville, Eagan, and Apple Valley shall additionally collectively appoint one commissioner and one alternate. This commissioner and its altemate shall be appointed by the three commissioners aforementioned and shall henceforth be known as the "at large commissioner' and the "at large alternate" respectively, and will be appointed annually at the January meeting and will he limited to serving four consecutive one year tenns. Metro Council members who represent the same cities as the IvIVTA. may serve as non voting ex officio members of the Board of Commissioners. The Dakota County Board of Commissioners and the Scott County Board of Commissioners shall each appoint one commissioner and one alternate commissioner. t II (B) Commissioners shall be a member of the Council of each party or its designee, or for commissioners appointed by Dakota and Scott Counties, be a member of the Board of Commissioners of the county making the appointment. The at large commissioner and alternate may or may not be an elected official as to be detennined by the commissioners from Apple Valley, Burnsville and Eagan and reviewed by the aforementioned commissioners on an annual basis. Alternate connissioners. th -ththe eerve on the Technical Work Group may or may not be an elected official as to be determined by each party. or for county commissioners, their alternates shall be staff -a commissioner of the county making the appointment. The terms of office of commissioners shall be determined by the party or the county making the appointment. (C) A commissioner may be removed by the party or county appointing the commissioner with or without cause. (D) Commissioners shall serve without compensation from the Authority. (E) Five commissioners which must include At at least four (el )three a) of the Beard-member-s- commissioners appointed by the parties', shall constitute a quorum of the Board. Attendance by a quorum of the Board shall be necessary for conducting a meeting of the Board. The Board may take action at a meeting upon an-the affirmative vote of a ma'orit of the commissioners .resentat a meeting, which nta ority must include at least three 3 majority of four (•1) of the commissioners appointed by the parties or such a commissioner's alternate in his or her absence. (F) The Board may adopt rules and regulations governing its meetings. (G) As the first order of business at the January meeting of each year, the Board shall elect a chair, a vice chair, a secretary, a treasurer, and such other officers as it deems necessary to conduct its business and affairs. The current chair shall facilitate these elections. In the event that the current chair is no longer his /her city's representative to the MVTA, the Vice Chair shall facilitate the election process. In the event that both the Vice Chair and Chair are no longer its city's representative to the MVTA, the board shall decide on another officer or commissioner to preside over the elections. The newly elected chair shall then preside over the remainder of the meeting, and all meetings henceforth until a new chair is elected. 6. Powers and Duties of the Authority. (A) General. The Authority has the powers and duties to establish a program pursuant to Minnesota Statutes 473.384 and 473.388 to provide public transit service to serve the geographic area of the parties with funding as rovided in_ Minnesota Statutes 473.384, 473.388, and 16A.88, and other applicable statutes. ism. The Authority shall have all powers necessary to discharge its duties. (B) The Authority may acquire, own, hold. use. improve, operate, maintain, lease, exchange, transfer, sell, or otherwise dispose of equipment, property, or property rights as deemed necessary to carry out the purposes of the Authority. (C) The Authority may enter into such contracts to carry out the purposes of the Authority. (D) The Authority may establish bank accounts as the Board shall from time to time determine. (E) The Authority may employ an executive director whose dutyies shall be to administer policies as established by the Authority. The eExecutive dDirector shall be an employee of the Authority. The Authority (J) parties. ether -shall hire and terminate personnel and may provide for compensation, insurance, and other terns and conditions that it deems necessary. (F) The Authority may enter into a contract for management services. (G) The Authority may sue or be sued. (H) The Authority shall cause to be made an annual audit of the books and accounts of the Authority and shall make and file the report to its Members at least once each year. (1) The Authority shall maintain books, reports. and records of its business and affairs which shall be available for and open to inspection by the parties at all reasonable times. The Authority may contract to purchase services from any one of the (K) Without the unanimous approval of the Board tThe ut.t eri .hall nott purchase-buses, motor vehicles, buildings. real estate or lease the same for a period in exeess of five (5) years. 7. Operating and Capital Costs, Budgets, and Financial Liability. (A) The Authority shall have a fiscal year beginning January 1 and ending December 31. On or before October June 1 of each year, the Executive Director shall prepare an estimated budget for the next fiscal year including an estimate of expenditures, operating costs, capital costs and revenues and submit it to the Board for preliminary approval. The Executive Director shall also submit the reliminary budget to the parties for approval within thirty 30 days of the date of submittal. 44- 473.381 and '173.388, and estimated revenues to be rec transit syst The budget shall be deemed apLroved by a arty unless the party disapproves the preliminary bud ea t within said thirty j30) clays. -The Board shall review and approve or disapprove the budget. ay r The approved budget shall be submitted to the Metropolitan Council, or its successor, for approval. The budget may be adjusted from time to time on the basis of actual costs incurred or changes in estimated revenue or expenditures. In the event of an adjustment of the budget, there shall be furnished to each party a computation of the adjustment. (B) The annual financial contribution to the Authority of each party shall be the total amount of assistance whichappropriated to each party receives, pus the total amount if any. each party levies pursuant to Minnesota Statutes ti 16A.88 473.384 and 473.388. A part y shall obtain as'roval of the Authorit before it levies funds to contribute to the Authority. 8. Insurance. The Authority shall purchase liability insurance coverage to cover the activities of the Authority. The Authorit shall irovide all parties with cosies of the liability insurance coverage documents. The liability insurance coverage shall provide all pies with sixty 60) da s notice of cancellation, material change or termination of covera e. In the event the liabilit insurance covera«e is cancelled, or otherwise becomes unavailable, the Authority shall procure similar liabilit insurance coverage from another entity. The Authority shall purchase insurance in addition to liability_ insurance in such amounts and on such terms as the Authority shall determine. 9. Duration of Agreement. This Agreement shall continue in force commencing on January 1, 1991 and as amended in April, 1994 and amended and restated herein and thereafter from year to year, subject to withdrawal by a party or termination by all parties. Withdrawal by any party shall be effected by serving written notice upon the other parties no later than January 10 15' of the year at the end of which such withdrawal is to be effective. Withdrawal from the Agreement by any party at the end of the calendar year shall not affect the obligation of any party to perform the Agreement for or during the period that the Agreement is in effect. Withdrawal of any party or termination of the Agreement by all parties shall not terminate or limit any liability, contingent, asserted or unasserted, of any party arising out of that party's participation in the Agreement. 10. Distribution of Assets. In the event of withdrawal of any party from this Agreement, the withdrawing party shall not be reimbursed exc� ownership of a ca.ital asset located within the cit limits of the withdrawi..art that was funded solely with funds levied b the withdrawing party pursuant to Minn. Stat. 473.388 Subd. 7 shall be transferred to said part b the Authority. In the event of termination of this Agreement by all parties, all of the assets which remain after payment of debts and obligations that are not i re uired b terms of state statutes, federal statutes, or contracts with the Metro .olitan Council or federal agencies to be available for reoional use for transit Du Doses or to be transferred to the Metro.olitan Council or federal agencies or (ii) a ca ip tal asset located within the city limits of a part that was funded solely with funds levied by said party pursuant to Minn. Stat. 473.388 Subd. 7 shall be distributed among the municipalities who are parties to this Agreement immediately prior to its termination sub'ect to the terms and re.uirements of oblions issued by one or more municipalities pursuant to Minn. Stat. Section 473.388. Subd. 7, in accordance with the following formula: Each municipality shall receive that percentage of remaining assets determined by dividing the total amount of which that municipality contributed to the Authority e by all the municipalities who are parties to this Agreement immediately prior to its termination. Ownershi of a ca.ital asset located in the city limits of a art that was funded solely with funds levied b said partvpursuant to Minn. Stat. s 473.388. Subd. 7 shall be transferred to said p arty. The amount of the distribution to any party pursuant to this Agreement shall be reduced by any amounts owed by the party to the Authority. 11. Effective Date. This Agreement shall be in full force and effect when all six (Qfive (5 Member- °parties, delineated in paragraph 4 of this Agreement. sign this agreement as amended April, 1991 -and restated herein. All M bors-arties need not sign the same copy. The signed Agreement shall be tiled with the Executive Director, who shall notify all Members pities at the earliest Board meeting of its effective date. Until this Agreement, as amended and restated is signed by all I4s ber- ap rties, the preceding Agreement shall stay intact and in effect. IN WITNESS WHEREOF, the undersigned government units, by action of their governing bodies, have caused this Agreement to be executed in accordance with the authority of Minnesota Statutes 471.59. Adopted this day of 4439.200 Adopted this day of 4 -94200 CITY OF APPLE VALLEY CITY OF BURNSVILLE By: By: Its: Its: ATTEST: ATTEST: By: By: Its: Its: Adopted this day of 199200 Adapted this day of 199 CITY OF EAGAN CITY OF PRIOR LAKE By: By: Its: It ATTEST: ATTEST: By: By: Its: Adopted this day of 4 -99200 Adopted this day of 199200 CITY OF ROSEMOUNT CITY OF SAVAGE By: Bv: Its: Its: ATTEST: ATTEST: By: By: Its: Its: STATE OF MINNESOTA )ss. COUNTY OF DAKOTA On this day of 199200 before me a Notary Public within and for said County personally appeared and to be personally known, who being each by me duly sworn. each did say that they are respectively the Mayor and Clerk of the CITY OF APPLE VALLEY, the municipality named in the foregoing instrument, and that the seal affixed to said instalment was signed and sealed in behalf of said municipality by authority of its City Council, and said Mayor and Clerk acknowledged said instrument to be the free act and deed of said municipality. (SEAL) NOTARY PUBLIC STATE OF MINNESOTA )ss. COUNTY OF DAKOTA On this day of -1 -99200 before me a Notary Public within and for said County personally appeared and to be personally known, who being each by me duly sworn, each did say that they are respectively the Mayor and Clerk of the CITY OF BURNSVILLE, the municipality named in the foregoing instrument, and that the seal affixed to said instillment was signed and sealed in behalf of said municipality by authority of its City Council, and said Mayor and Clerk acknowledged said instrument to be the free act and deed of said municipality. (SEAL) STATE OF MINNESOTA COUNTY OF DAKOTA On this day of 199200 before me a Notary Public within and for said County personally appeared and to be personally known, who being each by me duly sworn, each did say that they are respectively the Mayor and Clerk of the CITY OF EAGAN, the municipality named in the foregoing instrument, and that the seal affixed to said instrument was signed and sealed in behalf of said municipality by authority of its City Council, and said Mayor and Clerk acknowledged said instrument to be the free act and deed of said municipality. (SEAL) STATE OF MINNESOTA COUNTY OF DAKOTA NOTARY PUBLIC NOTARY PUBLIC municipality. (SEAL) STATE OF MINNESOTA )ss. COUNTY OF DAKOTA On this day of 4-49200 before me a Notary Public within and for said County personally appeared and to be personally known. who being each by me duly sworn, each did say that they are respectively the Mayor and Clerk of the CITY OF ROSEMOUNT, the municipality named in the foregoing instrument, and that the seal affixed to said instrument was signed and sealed in behalf of said municipality by authority of its City Council, and said Mayor and Clerk acknowledged said instrument to be the free act and deed of said municipality. (SEAL) STATE OF MINNESOTA )ss. COUNTY OF DAKOTASCOTT On this day of 4 -99200 before me a Notary Public within and for said County personally appeared and to be personally known, who being each by me duly sworn, each did say that they are respectively the Mayor and Clerk of the CITY OF SAVAGE, the municipality named in the foregoing instrument, and that the seal affixed to said instrument was signed and sealed in behalf of said municipality by authority of its City Council, and said Mayor and Clerk acknowledged said instrument to be the free act and deed of said municipality. (SEAL) 010252-950712/ 183284 to be personally ]mown, who being ea—by e duty aled in behalf of said municipality by authority of its City Council, NOTARY PUBLIC NOTARY PUBLIC NOTARY PUBLIC Public within and for said AMENDED AND RESTATED BYLAWS OF MINNESOTA VALLEY TRANSIT AUTHORITY These B laws amend and restate the B laws of Minnesota Valle Transit Authority adopted February. 1993. ARTICLE I. NAME The name of this organization is the Minnesota Valley Transit Authority (hereafter "the Authority ARTICLE II. PURPOSE The purpose of this Authority i€s to provide public transit service for the cities of Apple Valley, Burnsville, Eagan, Prior °ke. Rosemount, and Savage t, he parties to the Joint Powers A•reement establishin" the Minnesota Valley Transit Authorit ARTICLE III. DEFINITIONS Section 1. The term ".art herein is defined as a member of the Joint Powers A. reement establishing the Minnesota Valley Transit Authority. Section 2. The term "count herein is defined as Dakota County or Scott County, Section 3. The tenu "Technical Work Grou." is a committee consistinaof one staff member of each par[} and each county which shall act as technical advisors to the Board. ARTICLE 1111V. BOARD OF COMMISSIONERS The governing body of the Authority is its Board which consists of seven (7)eielit (8) Commissioners. Terms of the Commissioners are set by the cities and counties that have appointed them exce.t the at -large commissioner shall be limited to servine four consecutive one year terms. ARTICLE IVV. MEETINGS, QUORUM, VOTE REQUIRED FOR ACTION OF THE BOARD Section 1. The Board meeting schedule shall be determined by the Board or, when necessary, as notified. Section 2. All Commissioners are expected to attend regular meetings of the Authority. Commissioners shall contact the Executive Director prior to the meeting if unable to attend, and shall notify the alternate Commissioner and request that the alternate Commissioner attend. Two consecutive absences by a Conmmissioner, along with the absence of his or her duly seated alternate from regular meetings shall result in written notification from the Executive Director under the direction of the Chair to the represented party or county requesting a replacement be made. AThe notification shall be sent to the Commissioner's respective city administrator /manager or chair of the county commission who will be requested to bring the matter to e the attention of his/her city council or county commission. In the event that the Chair and the absentee member are one and the same, the Vice Chair will then give direction to the Executive Director to carry out the process as mentioned above. shall be Section 3. In the absence of the Commissioner, the designated alternate for the absent Commissioner shall act in the place of the Commissioner with all authority of the absent Commissioner. Section 4. Special meetings may be called by the Chair, the Executive Director, or any two Commissionersb• wrtelephone notice to each member of the Board and office of-the ovided ursuant to a mlicable statutes. Notice of special meetings Section 5. Emergency meetings may be called by the Chair or Executive Director if the delay needed to call a special meeting would cause serious harm to Minnesota Valley Transit Authority. Only urgent matters needing immediate attention without delay may be acted upon in an emergency meeting. Notice of an emer• enc meetin shall be •rovided ursuant to applicable statutes. Section 6. Five (5) Board Commissioners shall constitute a quorum which shall -be Five Commissioners. which must include at least three Commissioners appointed by a party must be present at a meetin> to constituteatuorum. A uorum is necessary for conductin the business of the Board and exercising its powers. Section 7. Action of the Board shall require the affirmative vote of five (5) a majority of Commissioners present at a meetin• which ma'orit must include at least three Commissioners appointed b a party. Section 8. Meetings shall be conducted in accordance with the provisions of Revised .the current edition of Robert's Rules ojOrcler. Section 9. The Board shall act by Resolution with res•ect to contracts .urchases of buses motor vehicles, real estate or leases in excess of five years Board matter that in the opinion of legal counsel should be by Resolution. 2 olicies, and any other The Board may establish standing and/or temporary committees. Committees challmay be comprised of Commissioners and members of the Technical Work Group only who may call upon staff, or outside consultants pursuant to contracts as .roved by the Board for assistance and advice as necessary, Commissioners and members of the Technical Work Groshall be appointed to the committees annually and when necessary, and assignments shall be reviewed at the February meeting. Section 1. Officers of the Authority shall consist of a Chair, a Vice Chair. a Secretary, a Treasurer, and such other officers as the Board deems necessary to conduct its business and affairs. Officers shall be elected at the regular meeting in January of each year for a term of one year, and shall serve until their successors have been elected and qualified. The Chair shall be limited to two consecutive one year terms. Section 2. Chair. The Chair shall preside at all meetings of the Board. The Chair shall also appoint the members of each standing or temporary committee from among the members of the Board and the Technical Work Cirou and may designate a chair of each such committee. The Chair and the Executive Director shall sign and execute all contracts, agreements, deeds, and other documents and instruments made by or on behalf of the Authority. ARTICLE VI. COMMITTEES ARTICLE VII. OFFICERS Section 3. Vice Chair. In the absence of the Chair, the Vice Chair may exercise all the duties and powers of the Chair. Section 4. Secretary. The Secretary of the Authority shall maintain a record of all of the proceedings of the Board, provided, however, the taking and preparation of minutes may be performed by a recording secretary. The Secretary may attest to the signatures or signature of such officer or officers of the Authority authorized to execute any document or instrument on behalf of the Authority. Section 5. Treasurer. The Executive Director shall be the official custodian of all of the financial records of the Authority under the guidance or direction of the Treasurer. ARTICLE VIII. EXECUTIVE DIRECTOR 3 The Authority may employ an Executive Director who shall have general supervisory authority over administration ove-rof all of the business and affairs of the Authority including, but not limited to, administration of the transit system or systems provided by the Authority, contracts for transportation service, marketing and promotion of such services, as well as recommendations for changes and additions to the transportation services provided. The Executive Director and the Chair shall Ago and execute all contracts, deeds and other documents and instruments made by or on behalf of the Authority. The Executive Director shall have the care and custody of all funds of the Authority and shall deposit the same in the name of the Authority in such bank or banks as the Board may select. The Executive Director shall perform such other duties and functions as may be required from time to time by the Board. Compensation of the Executive Director shall be established by the Board. Th Bo m, a employu other- persons, from time to time, as determined necessary- for-the efficient operation and Section 1. Disbursement of funds shall be by an order drawn by the Chair and the Executive Director upon the Treasurer. Except when issued for the payment of judgments, salaries, and wages previously fixed by the Board or by statute, principal and interest on obligations, rent, and other fixed charges, the exact amount of which has been previously determined by contract authorized by the Board, and except as provided hereafter. no order shall be issued until the claim to which it relates has been audited and allowed by the Board. Upon allowance by the Board, a claim may be paid. S ect otherwise, it may be paid immediately if the itemized is endorsed-for payment by at- least -a Section 23. Any officer or other agent or employee of the Authority who is authorized, singly or in conjunction with another or others, to sign checks, drifts. warrants, warrant checks, vouchers, or other orders on public funds on deposit in a depository bank. may authorize the bank to honor any such instrument bearing a facsimile of that person's signature and to charge the saute to the account upon which drawn as frilly as though it bore his or her manually written signature. Any one or more of all of the signatures upon any such instrument may be by facsimile as herein provided. The Authorit desitnates as its official news .a ter the official newssa er designated the City of Burnsville. ARTICLE V141IX. DISBURSEMENT OF FUNDS ARTICLE X. OFFICIAL NEWSPAPERS ARTICLE IXXI. AMENDMENTS 4 These Bylaws may be amended at any regular or special meeting of the Board with the approval of five (5) Commissioners of the Board, which must include at least three Commissioners a..ointed by a .arty. provided a copy of the proposed amendment has been furnished to each Commissioner of the Board at least ten (10) days prior to the meeting subject to ratification of each party. Motion to Adopt Bylaws: Motion Seconded By: Ayes ADOPTED as amended Feb uaini-1-99 by the Minnesota Valley Transit Authority this day of -1-9962002. MINNESOTA VALLEY TRANSIT AUTHORITY BY: Its Chair ATTEST: BY: 178172 1-1-5-706-7-35 Its Exec terSecretary Nayes 5