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HomeMy WebLinkAbout5.b. MVTA By-Laws Amendment � � CnV P.O. BOX 510 ✓Z�1� 0 2875-145TH ST. W. O�Q,�AOu�2 ROSEMOUNT. MINNESOTA 55068 G 1 i'1. L 612-423-4411 Agenda I tem 5�t . TO: MAYOR, CITY COUNCIL, CITY ADMINISTRATOR F1tOM: DEAN JOHNSON, DIRECTOR OF CONII�IUNITY DEVELOPMENT DP.TE: MAY 10, 1990 SUBJ: MVTA BYLAWS MAY 15, 1990 COUNCIL AGENDA ITEM #5b. Attached are copies of the Minnesota Valley Transit Authority Eylaws and my May 1, 1990 reference memo, regarding ratification by the six member cities . I would request the City Council approve the MVTA Bylaws by simple motion. To: MVTA Board of Commissioners MVTA Alternates , MVTA City Managers/Administrators MVTA Technical Work Group From: Dean Johnson, Acting Executive Director Date: May 1, 1990 Re: MVTA gylaws The Technical Work Group �riginally drafted a set of bylaws for the MVTA in the fall of 1989 . The city managers/administrators reviewed the bylaws and the joint powers agreement, creating the MVTA, in January. The joint powers agreement was revised to its present language; however, the bylaws remain in draft form. After discussions at two regular meetings, the MVTA Board of Commissioners has adopted the attached copy of bylaws . These bylaws incorporate changes, reflecting the seven member board, alternates to the board, the five member voting "majority" and special meeting notice requirements . I would recommend that the member cities formally approve the bylaws of the Authority. This will remove any doubt regarding the validity of the bylaws , Al1 future amendments to the bylaws require similar ratification by the member cities . If you have any questions, please don't hesitate to contact me. BY-LAWS OF MINNESOTA VALLEY TRANSIT AIITHORITY ARTICLE I. NAME The name of this organization is the Minnesota Valley Transit Authority. ARTICLE II. PIIRPOSS The purpose of this Authority is to provide public transit service for the cities of Apple Valley, Burnsville, Eagan, Prior Lake, Rosemount and Savage. ARTICLE III. BOARD OF COMMISSIONERS Section 1. The governing body of the Authority is its Board, which consists of seven (7) Commissioners. Terms of the Commissioners are set by the cities that have appointed them. ARTICLE IY. MEETINGS, QIIORIIM, VOTE REQIIIRED FOR ACTION OF THE BOARD Section 1. The Board meeting schedule shall be determined by the Board. Section 2 . All members are expected to attend regular meetings of the Authority. Members shall contact the Executive Director prior to the meeting if they are unable to attend, and shall notify the alternate Commissioner and request that the alternate attend. Three (3) consecutive absences, by a Commissioner or alternate, from regular meetings shall result in written notification from the Minnesota Valley Transit Authority to the represented party requesting a replacement be made. The r04/19/90 party shall then appoint a successor to fill the remaining term of office. Section 3. In the absence of a 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 Chairperson or any two (2) Commissioners by written or telephone notice to each meznber of the Board and office of the City Manager/Administrator of each member city. Twenty-four (24) hour notice shall be given in advance of the meeting. section 5. Emergency meetings may be called by the Chairperson or Executive Director if the delay needed to call a special meeting would cause serious harm to Minnesota Valley Transit Authority. Only such matters may be acted upon at an emergency meeting. Section 6. Five (5) Board Commissioners shall constitute a quorum, which shall be necessary for conducting the business of the Board and exercising its powers. Section 7 . Action of the Board shall require the affir- mative vote of five (5) Commissioners. Section 8. Meetings shall be conducted in accordance with the provisions of Revised Robert's Rules of Order, Second Edition. ARTICLE V. COMMITTEES The Board may establish standing and temporary committees. -2- ARTICLE vi. OFFICERS Section 1. Officers of the Authority shall consist of a Chairperson, a Vice Chairperson, a Secretary, a Treasurer, and such other officers as the Board deems necessary to conduct its business and affairs. Officers shall be elected in January of each year for a term of one year and until their successors have been elected and qualified. Section 2 . Chairperson. The Chairperson shall preside at all meetings of the Board. The Chairperson shall also appoint the members of each standing or temporary committee from among the members of the Board and may designate a Chairperson of each such committee. The Chairperson shall sign and execute all contracts, agreements, deeds, and other documents and instruments made by or on behalf of the Authority. Section 3 . Vice Chairperson. In the absence of the Chairperson, the Vice Chairperson may exercise all the duties and powers of the Chairperson. 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 signature or signatures of such officer or officers of the Authority who may sign or 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. -3- ARTICLE vii. EXECIITI9E DIRECTOR The Commission may employ an Executive Director who shall have general supervisory authority over administration of 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 or additions to the transportation services provided. 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. The Board may also employ other persons, from time to time, as determined necessary for the efficient operation and delivery of transit service. ARTICLE VIII. DISBIIRSEMENT OF FIINDS section 1. Disbursement of funds shall be by an order drawn by the Chairperson 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 -4- been audited and allowed by the Board. Upon allowance by the Board, a claim may be paid. Section 2. When payment of a claim based upon contract can not be deferred until the next Board meeting without loss to the Authority through forfeiture of discount privileges, or otherwise, it may be paid immediately if the itemized claim is endorsed for payment by at least a majority of all members of the Board. The claim shall be acted upon formally at the next Board meeting in the same manner as if it had not been paid. section 3. Any officer or other agent or employee of the Authority who is authorized, singly or in conjunction with another or others, to sign checks, drafts, 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 persons's signature and to charge the same to the account upon which drawn as fully as though it bore his manually written signature. Any one or more or all of the signatures upon any such instrument may be facsimile as herein provided. ARTICLE I%. AMENDMENTS These By-laws may be amended at any regular or special meeting of the Board with the approval of five (5) Commissioners of the Board, 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 by each party. -5- Motion to Adopt By-laws: Commissioner White Motion Seconded By: Commissioner McKee Ayes 7 Nays 0 ADOPTED by the Minnesota Valley Transit Authority this 18th day of April, 1990. MINNESOTA VALLEY TRANSIT AUTHORITY BY: Its Chairperson ATTEST: Its Executive Director � -6- ITT-PES MOINES. IIYG. GOF'Y OF INV�ICE .D. B�>: 1��i'L� es hloine�. Iowa ��:>._�:�o .JSTOh1EF: FI TT-DE8 MOINES. 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