Ozark Rivers Solid Waste Management District

Bylaws

BYLAWS
OZARK RIVERS SOLID WASTE MANAGEMENT DISTRICT
Revised May 8, 2009

ARTICLE I: NAME, OFFICE AND SERVICE AREA

1.1 Name:   The organization shall be known as the Ozark Rivers Solid Waste Management District,  herein after referred to as the District.

The District has been formed for the purpose of complying with Senate Bill 530, now the Missouri Revised Statutes Chapter 260 and with the goal of reducing the amount of solid waste landfilled. The District was formed by the adoption of resolutions by the County Commissions of Crawford, Dent, Gasconade, Maries, Phelps, Pulaski and Washington counties.

1.2  Location:  The District shall maintain its registered office at the Meramec Regional Planning Commission, 4 Industrial Drive, St. James, MO, and may, by action of its District, establish such field offices as it may deem necessary and appropriate.

1.3  Service Area:      The District shall serve the counties Crawford, Dent, Gasconade, Maries, Phelps, Pulaski and Washington counties in Missouri.

ARTICLE II: PURPOSE

2.1  Purpose:  Pursuant to Section 260.200-260.345 of the Revised Code, for the purposes of solid waste management planning and providing for, or causing to be provided for, the safe and sanitary management of solid wastes within all of the incorporated and unincorporated territory of the County or joint District, requires that the Board of County Commissioners of each county within the State establish by agreement and maintain a “Joint Solid Waste Management District”.

It shall be the purpose and resulting objective of the District to carry out the mandate of Senate Bill 530 (Exhibit A) or as amended by the state legislature as it pertains to Missouri counties and solid waste Districts, to include:

a.  Review and comment upon applications for permits submitted pursuant to section 260.205, for solid waste processing facilities and solid waste disposal areas which are to be located within the region or, if located in an adjacent region, which will impact solid waste management practices within the region;

b.   Prepare and recommend to the council a solid waste management plan for the District;

c.   Identify illegal dump sites and provide all available information about such sites to the appropriate county prosecutor and to the department;

d.   Establish an education program to inform the public about responsible waste management practices;

e.   Establish procedures to minimize the introduction of small quantities of hazardous waste, including household hazardous waste, into the solid waste stream;

f.   Assure adequate capacity to manage waste which is not otherwise removed from the solid waste stream; and

g.   Appoint one or more geographically balanced advisory committees composed of the representatives of commercial generators, representatives of the solid waste management industry, and two citizens unaffiliated with a solid waste facility or operation to assess and make recommendations on solid waste management.

Neither the Council nor the Executive Board shall interfere into the permitted operations and/or ownership of landfills operated or controlled by political entities or private enterprises within its District except in an advisory capacity if requested by that entity or private enterprise.

ARTICLE III: MEMBERSHIP

3.1  Membership:  Each county within the Missouri Department of Natural Resources designated Region K is eligible to become a member of the solid waste District and have representation on the Council and Executive Board.  In order to become a member, the county commission must pass the appropriate resolution or court order so stating its desire and forward to the appropriate offices.

ARTICLE IV: POWERS AND DUTIES

4.1  Powers and Duties:  The District shall be a public body corporate and politic and separate legal entity exercising public and essential governmental functions to provide for the public health, safety, and welfare and shall have the following powers:

a.   To adopt and have a common seal and to alter the same at pleasure.

b.   To sue and be sued.

c.   To acquire, hold, use and dispose of the reserves derived from the operation of its facilities and other monies of the District.

d.   To acquire, hold, use and dispose of other personal property for the purposes of the District.

e.   To acquire by purchase, gift, lease or otherwise real property and easements therein, necessary or useful and convenient for the operation of the District subject to all liens thereon, if any, and to hold and use the same, and to dispose of property so acquired no longer necessary for the purpose of this District.

f.    To accept gifts or supplies for the purposes of the District and to make and perform such agreements and contracts as may be necessary or convenient in connection with the procuring, acceptance or disposition of such gifts or grants.

g.   To make and enforce bylaws or policies or rules and regulations for the management and operation of its business and affairs for the use, maintenance and operation of its facilities and any other of its properties, and to annul the same.

h.   To do and perform any actions and directives authorized based on Section 260.305 (2) RSMo, and by this agreement, under, through or by means of its officers, agents or employees, or by contracts with any person.

i.    To enter into any and all contracts, execute any and all instruments, and do and perform any and all acts or things necessary, convenient or desirable for the purpose of the District or to carry out any powers expressly given by this agreement.

j.    To cause the disposal of solid waste material originating within each Member, pursuant to the contract between the District and each Member.

k.   To fix, establish and maintain such rates, tolls, fees, rentals and other charges for the services and facilities of the District sufficient to pay at all times the costs of maintaining, repairing and operating said facilities, to pay the principal of and interest on bonds of the District then outstanding, to provide for replacements, depreciation and necessary extensions and enlargements and to provide a margin of safety.

l.    To make or cause to be made studies and surveys necessary or useful and convenient to carrying out the functions of the District.

m.  To contract with and compensate consultants for professional services including but not limited to architects, engineers, planners, lawyers, accountants, rate specialists and all others found necessary or useful and convenient to the stated purposes of the District.

n.   To exercise such powers under the effective disposal of solid waste as are available under then existing laws to each Member as is necessary or useful and convenient to carrying out the functions of the District within such Member, as such functions are defined by the service contract entered by and between that Member and the District.

o.   To provide for a system of budgeting, accounting, auditing and reporting of all District funds and transactions, for a depository, and for the bonding of employees.

p.   To consult with representatives of Federal, State and local agencies, departments and their officers and employees and to contract with such agencies and departments.

q.   To borrow money, make and issue negotiable bonds, certificates, bond anticipation notes, refunding bonds and notes or any part thereof by a pledge of any or all of the District’s net revenues and any other funds which it has a right to, or may hereafter have the right to pledge for such purposes.

r.    To provide in the proceeding authorizing such obligation for remedies upon default in the payment of principal and interest on any such obligations including but not limited to, the appointment of a trustee to represent the holders of such obligations in default and the appointment of a receiver of the District’s property, such trustee and such receiver to have the powers and duties provided for the proceeding authorizing such obligations.

s.    To hire supervisors and employees, fix their compensation, benefits, personnel rules and regulations, and terminate their employment.

t.    To borrow money and accept grants, contributions or loans from and to enter into contracts, leases or other transactions with municipal, county, state or the federal government.

ARTICLE V: COUNCIL

5.1  Council Representation:  That representation on the council shall consist of:

•           Two appointees from each member county appointed by the Presiding Commissioner with commission approval.

•           One appointee from each city with a population of over 500 in a member county.  Appointment shall be made by the chief elected official with city council approval.

•           One appointee from  Ft. Leonard Wood, appointed by the post commander.  Any said reference to cities shall hereafter include Ft. Leonard Wood.

•           Each appointee shall have one vote.

•           Each appointee may have a duly authorized alternate.

No person shall serve as a member of the council or of the executive board who is a stockholder, officer, agent, attorney or employee or who is in any way pecuniarily interested in any business which engages in any aspect of solid waste management regulated under sections 260.200 to 260.345; provided, however, that such member may own stock in a publicly traded corporation which may be involved in waste management as long as such holdings are not substantial.

5.2  Council Terms:  Council members shall serve a term of two years and may be reappointed thereafter.   In accordance with SB 530, each board member serves at the pleasure of the appointing authority.

If a member city does not make an official appointment to the full council, the mayor of that city will be considered the city’s representative to the full council.

The Council shall review and act upon the solid waste management plan or the revisions thereof recommended by the executive board.

5.3  Extent of Covenants; No Personal Liability:  All covenants, stipulations, obligations and agreements of a County/City contained in this Agreement are and shall be deemed to be covenants, stipulations, obligations and agreements of that County/City to the full extent authorized by law and permitted by the Constitution of the State.  No covenant, stipulation, obligation or agreement of a County/City contained in this Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member, officer, agent or employee of that County/City in other than that person’s official capacity.

ARTICLE VI: OFFICERS

6.1  Officers:  The council shall elect four officers consisting of a Chairman, Vice Chairman, Secretary and Treasurer to serve as officers of both the council and executive board.

6.2  Chairman.  The Chairman shall be the principal executive officer of the District and shall in general supervise the business and affairs of the District.  He shall, when present, preside at all meetings of the members of the Council/Executive Board.  He may sign with the Secretary or any other proper officer of the District thereunto authorized by the Council/Executive Board, all deeds, mortgages, bonds, contracts, or other instruments which the Council/Executive Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Council/Executive Board or by these bylaws to some other officer or agent of the District, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of the Chairman and such other duties as may be prescribed by the Council/Executive Board from time to time.  The chairman of the Council and/or Executive Board shall be entitled to vote on all matters coming before the Council/Executive Board and will serve as an ex officio member of all committees.

6.3  Vice-Chairman.  In the absence of the Chairman, the Vice-Chairman shall perform the duties of the Chairman, and when so acting, shall have all the powers of and be subject to all the restrictions placed upon the Chairman.  The Vice-Chairman shall perform such other duties as from time to time may be assigned by the Chairman or by the Council/Executive Board.

6.4  Secretary. The Secretary shall be responsible for and cause to be kept the minutes of the Council/Executive Board meetings in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of this Agreement or as required by law; shall cause to be kept a register of all members and the representative of each member and their post office address; cause to be prepared and delivered to the Secretary of the State of Missouri, on forms prescribed and furnished by the Secretary of State, between the first day of January and the first day of March of each year, an annual report in compliance with the provisions of the statutes of the State of Missouri; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Chairman of by the Council/Executive Board.

6.5 Treasurer:  The Treasurer of the District shall have custody of all funds of the District, shall cause to be kept full and accurate records of financial transactions of the District, shall cause to be prepared an annual budget for board approval prior to the start of the fiscal year and shall deposit all money, trusts and securities in the name of the District in such financial institutions as may be designated by the District Board. The Treasurer shall disburse the funds of the District as ordered by the District Board on instruments executed by both the President and the Treasurer or their designees, and record vouchers for such disbursements, and shall render to the District Board an account of such transactions of the financial condition of the District as determined by the District Board.

6.6  Officer Terms:  These officers shall serve one-year terms with the election to be held in June with terms to begin July 1. Officers must be current members of the Council.

6.7  Nomination:  The Chairman may appoint a nominating committee and/or accept nominations for officers from the floor of the council. (See Article IX – Committees.)

6.8  Voting:  The voting process will take place either by secret ballot or by acclimation and acceptance of a slate of officers presented to the Council.

6.9  Service:  The officers shall serve for both the council and executive board.

6.10  Vacancy:  If a vacancy occurs in an office position, the executive board can appoint a replacement to serve until the next full council meeting, at which time, the council using the election process will make an official appointment.   That appointment shall fulfill the remainder of the unexpired term.

ARTICLE VII: MEETINGS

7.1  Meetings:  The council shall meet at least twice annually at the beginning of the fiscal year and again mid-year.  Special meetings can be called by the Chairman or upon the call of 30 percent of the membership with such call being a written notification with signatures and directed to the chairman.  Special meeting can be called with two days written or phoned notification to the council given by the secretary.

7.2  Quorum.  A quorum shall consist of a majority of the council.

7.3 Written Consents – Referendum:   In the event there is not a quorum of members present for a District Board, or other committee meeting, those members present may conduct a meeting and a report of the meeting shall be mailed and/or emailed to absent members reporting action taken and advising those members of their right to veto such action. Veto by majority of voting members within ten (10) days shall nullify any or all votes of the meeting and may result in the calling of a special meeting.

7.4 Meeting Notice – Members:  Written notice, stating the date, place and hour and purposes for which any meeting of the District is called, shall be given at least 24 hours notice before the date of the meeting. Such notice may be personally delivered, posted by first class mail, electronic mail, or facsimile to each member. Neither the business to be transacted, nor the purpose of, any regular or special meeting of the District Board need be specified in the notice or waiver of notice of such meeting.  All members, voting and ex-officio, shall receive all notices.

7.5 Public Notice:  Public notice of meetings shall be given at least twenty-four hours prior to the commencement of the meeting by posting such notice as is required by Chapter 610 of the Revised Statutes of Missouri in a prominent place which is easily accessible to the public in the registered office of the District and any other officers specified by the board, unless for good cause such notice is impossible or impractical, in which case as much notice as is reasonably possible shall be given. The notice must include time, date and place of meeting, tentative agenda of an open meeting and whether the meeting is open or closed. Copies of the notice shall be made available to any representative of the news media who requests notice of a particular meeting.

7.6 Conference Call Meetings:  Notice of meetings by telephone conference call shall be the same as for other meetings.  Any member of the public requesting participation in such meeting shall be provided with telephone access or similar communications equipment to the conference call meeting.  Participation in a meeting in this manner, whereby all persons participating in the meeting can hear each other, shall constitute presence in person at the meeting.

7.7 Access to Records:  All books, records and public e-mails of the District may be inspected by any member of the District or his agent or attorney, for any proper purpose at any reasonable time.   Requests for access, by members of the public, to borrow records shall be handled as directed by the state or federal laws and regulations of the appropriate funding agency. In the absence of specific instructions from the funding agency, such requests shall be directed to the registered agent or an officer of the District. Corporate books, minutes and reports which do not contain information which would violate the privacy of individual businesses may be accessed by the public upon request as directed in Chapter 610 of the Missouri Statutes.

7.8  Open Meeting and Records Policy: It shall be the policy of the District to adhere to Missouri’s Sunshine Law and conduct business in accordance with the law.

ARTICLE VIII: EXECUTIVE BOARD

8.1  Executive Board Membership:  The executive board shall consist of two council members from each member County and one representative from Ft. Leonard Wood.  An executive board member shall be a resident of the county they represent.  Ft. Leonard Wood shall be exempt from this residence requirement.

8.2  Member Selection:  Selection of the members of the executive board will be made as follows:

•           The presiding commissioner of each member county with the approval of the county commission, will select a representative from the council to serve on the executive board.

•           Representatives from the cities of member counties shall caucus to select one representative to serve on the executive board.

•           The council member representing Ft. Leonard Wood shall serve on the executive board.

8.3  Executive Board Officers:  The officers of the executive board shall be the same as those for the council.

8.4  Executive Board Terms:  The executive board members shall serve two-year terms with expired terms to be filled in July of each year.  Initial appointees in each county will serve staggered terms with presiding commissioners determining the length of terms for first executive board members representing their respective counties.  In the circumstance where executive board members are not reappointed to the full council while they are still serving their two-year terms on the executive board, their positions on the executive board will be vacated.  The county authority or the cities represented by that individual must immediately make an appointment to the executive board to fill the vacancy.  The new appointment will serve the length of the unexpired term.

8.5  Executive Board Responsibilities:  Responsibilities of the executive board include but are not limited to:

1.  Review and comment upon applications for permits submitted pursuant to section 260.205, for solid waste processing facilities and solid waste disposal areas which are to be located within the region or, if located in an adjacent region, which will impact solid waste management practices within the region;

2.   Prepare and recommend to the council a solid waste management plan for the District;

3.   Identify illegal dump sites and provide all available information about such sites to the appropriate county prosecutor and to the department;

4.   Establish an education program to inform the public about responsible waste management practices;

5.   Establish procedures to minimize the introduction of small quantities of hazardous waste, including household hazardous waste, into the solid waste stream;

6.   Assure adequate capacity to manage waste which is not otherwise removed from the solid waste stream; and

7.   Appoint one or more geographically balanced advisory committees composed of the representatives of commercial generators, representatives of the solid waste management industry, and two citizens unaffiliated with a solid waste facility or operation to assess and make recommendations on solid waste management.

8.         Entering into contracts with any person for services related to any component of the solid waste management system.

8.6  Meetings:  Meetings of the executive board will be scheduled quarterly and at the discretion of the chairman or at the request of 30 percent or more of the executive committee.  Such request is to be submitted in writing and signed by those requesting the meeting.

8.7  Quorum:  A quorum shall be a majority (51%)  of Executive Board members and said majority shall have the rights of the full Executive Board.

ARTICLE IX: COMMITTEES

9.1  Establishment of Committees:  Each committee shall include one or more Council members. Said committees shall have and shall exercise such authority as is extended to it by the resolution adopted by the authorizing body establishing said committee or by the Missouri Revised Statutes.  The membership of such committees, the term of offices for members thereof, the manner in which vacancies are to be filled, and the establishment of operating procedures for said committees, shall be established by the enabling resolution and/or the Missouri Revised Statutes.

9.2  Executive Committee:  There shall be an Executive Committee composed of the officers of the District, and two other District representatives as selected by the board. The Executive Committee will act for the full council or executive board when there is not time or it is not practical to assemble the full council or executive board. Emergency actions of the Executive Committee will be affirmed by the District at the next regular meeting of the District.

9.3 Nominating Committee:  The Chairman of the District, at his discretion and/or the direction of the board, may appoint a nominating committee.  The committee shall be appointed not less than thirty (30) days prior to the annual meeting of the District and shall consist of not less than three (3) members. The nominating committee shall request nominations, consider qualifications and geographical distribution prior to recommending one or more members to be elected to each office of the District. During the course of the annual election, nominations may be made from the general membership.

9.4 Budget Committee:  The Chairman of the District, at his discretion and/or at the direction of the board, may appoint a budget committee. The committee shall be appointed not less than thirty (30) days prior to the annual meeting of the District and shall consist of not less than three (3) members. The budget committee shall review the proposed budget and make recommendations regarding the budget to the full council.

9.5 Advisory Committee:  Per the Missouri Revised Statutes 260.320, the District shall “appoint one or more geographically balanced advisory committees composed of the representatives of commercial generators, representatives of the solid waste management industry, and two citizens unaffiliated with a solid waste facility or operation to assess and make recommendations on solid waste management.”

9.6  Ex Officio Members:  The Council or Executive Board has the right to appoint ex officio members as deemed necessary.

ARTICLE X: FISCAL YEAR

10.1  Fiscal Year:  The Fiscal year of the District shall be from July 1 to June 30.

10.2  Budget:  The Chairman of the District, at his discretion and/or at the direction of the board, may appoint a budget committee to be responsible for preparing an annual budget to be presented to the council for approval in June. The Executive Board shall cause an audit of the District’s records and shall be responsible for accepting such audit for the previous fiscal year(s) by an independent certified accountant to be prepared at a minimum of every two years.

ARTICLE XI: PARLIAMENTARY AUTHORITY

11.1  Parliamentary Authority:  Rules contained in the current edition of Robert’s Rules of order shall govern the council and executive board in all cases to which they are applicable and in which they are not inconsistent with the bylaws and any special rules of order they may adopt.

ARTICLE XII: AMENDMENT OF BYLAWS

12.1  Amendment of Bylaws:  The bylaws may be adopted, altered and repealed by the council with a 30-day written notice with a copy of the proposed changes and justification of changes submitted and provided.

12.2  Adoption of Amended Bylaws:  Amendments will be made with a vote of at least 2/3 of council members present. Amendments will become effective immediately following a confirmation vote.

ARTICLE XIII: FINANCING

13.1  Payment of Operating Costs & Expenses:   The Counties/Cities that enter into contract with the District to provide solid waste services as set forth in Section 260.200 – 260.345 (2) RSMo shall share all planning and organizational costs and other expenses incurred by the District, including costs and expenses incurred by the Executive Board in the preparation of the District Plan, in the same proportion as the population of the respective Counties/Cities as reported in the decennial census.  Any City within the District which does not contract with the District shall be responsible for their own plan at their own cost.  The most recent such decennial census information and the resultant proportions in which those costs and expenses are to be shared are set forth in Exhibit B and shall be updated from time to time as new decennial census information becomes available.

13.2  Use of Public Employees:  In the further event that the Council or the Executive Board uses an employee of a County/City in the service of the District, including without limitation a County/City sanitary engineer or employee in its sanitary engineering department, the County/City employing that person shall provide to the Executive Board information necessary to determine the direct cost and expense to that County/City of the provision of that employee’s service to the District, and the Counties/Cities shall share that cost and expense in the same proportion as operating costs and expenses paid directly by the District are shared.

13.3  Shared Expenses:  All amounts advanced by a County/City to pay operating costs and expenses of the District at the direction of the Executive Board shall be deemed to be costs and expenses of the District and shall be shared by the Counties/Cities in the same proportions as operating costs and expenses paid directly by the District are shared.

13.4  Property Acquisition:   The Executive Board may lease, purchase or acquire by any other means from members or from any other sources, such real and personal property as is required for the operation of the District and the carrying out of the purpose of this agreement.  The District shall maintain title to all such property in the name of the District and shall require the Secretary to maintain an inventory.  Property, materials and services shall be acquired or disposed of only upon a majority vote of a quorum attending a duly called Executive Board meeting, provided, however, that by the same vote the Executive Board may authorize the officers to expend such funds as the Executive Board may direct for other authorized purposes of the District.

13.5  Property Conveyance:  All conveyances of real property owned or held in the name of the District shall be made and executed on behalf of the District by the Chairman or Vice-Chairman and Secretary of the District.

13.6  Property Disposal:  All property acquired by the District after the formation of the District shall be held in the name of the District, and no expenditure, sale or purchase shall be made without the approval of a majority of the members of the Executive Board at a meeting where a quorum is present.  The board shall comply with the provisions of the Missouri code applicable to political subdivisions relating to the acquisition and disposal of property.  In the event that a participating County/City removes itself from the District, all property interests are forfeited without compensation to the County/City.  If the District shall cease to exist, the assets of the District shall be liquidated and the proceeds distributed among the current member Counties/Cities generally in proportion to each County’s/City’s respective financial contribution.

ARTICLE XIV: FISCAL MATTERS 

14.1 Insurance and Bonds: The District may determine, and is authorized to purchase, or otherwise arrange to have purchased, appropriate insurance coverage to protect the District against liability claims including actions in tort. Any member of the Executive Committee, officer or employee of the District with the custodial care of cash, checks or negotiable securities or who is empowered to authorize the disbursement of same, shall be bonded in an amount to be determined by the District.

ARTICLE XV: LEGAL STRUCTURE

15.1  Legal Structure:  It is expressly understood that the District is to be operated not for profit and no profit or dividend will inure to the benefit of any person.

ARTICLE XVI: PERSONNEL 

16.1  Staffing: The District may employ, either directly or by contractual arrangements, a professional staff with the capability to carry out the purpose of the District and provide professional accounting, legal and business servicing capabilities, provided that such services are available as needed by the District.

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