HomeMy WebLinkAboutRegional Solid Waste Association By-LawsI
BY-LAWS
OF THE
REGIONAL SOLID WASTE ASSOCIATION
ARTICLE I
Section 1. Ralph M. Brown Act
All meetings of the Regional Solid Waste Association, including without limitation,
regular, adjourned regular, special and adjourned special meetings shall be called, noticed,
held and conducted in accordance with the provisions of the Ralph M. Brown Act ("the
Brown Act"), Government Code Section 54950 et sea.
Section 2. References
All references used in the conduct of the regular business of the Regional Solid
Waste Association, which was formed pursuant to that executed Joint Powers Agreement
effective September 1, 1997, shall refer to the agency thereby created as the "Regional Solid
Waste Association", or "Solid Waste Association", or the "Association" at the pleasure of the
staff, unless otherwise so directed. Further all references to the governing body of the
Association used in the conduct of its regular business shall be to the "Members",
"Association Members", "JPA Members", or the "Directors", at the pleasure of the staff of
the Association, unless otherwise directed.
Section 3. Regular Meetings
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A regular meeting of the Association shall be normally on the second Thursday
of every month at 9:00 A.M. at Encinitas City Hall Council Chambers, 505 South Vulcan
Avenue, Encinitas, California 92024; or at another time or location at the sole discretion
of the RSWA. If the second Thursday of a particular month falls upon a legal holiday, the
regular meeting shall be canceled or rescheduled.
Section 4. Special .Meetings
A special meeting of the Association may be called by the Chairperson of the
Association with the approval of one officer, or at the written request of the majority of the
Members delivered to the Association's Secretary.
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ARTICLE II
OFFICERS
Section 1. Officers Functions. Duties and Terms
A. Pursuant to Section VII. of the Joint Powers Authority Agreement, the
Association's officers shall consist of the Chairman, Vice -Chairman, Secretary,
Treasurer/Controller, General Manager, General Counsel and such other officers as
may be established by the Association.
B. The Chairman of the Association shall preside during the meetings of
the Association. In the absence of the Chairman, the Vice -Chairman shall preside.
In the event both the Chairman and Vice -Chairman are absent, the quorum of the
Association present shall elect a Chairman Pro Tempore to preside for that meeting.
The Treasurer, Secretary or General Manager shall call the meeting to order and
shall preside during any election of the officers as may be necessary; he/she shall
immediately relinquish the Chair upon completion of the election.
C. The Secretary shall also be responsible for the publishing of
Association agendas, the taking of minutes and other duties as the Members may
prescribe.
D. The General Manager shall: implement the policy decisions of the
Association; enforce all regulations enacted by the Association; appoint employees
under his/her control; attend all meetings of the Association; prepare and submit
to the Members annual budget proposals; provide general supervision over all
Association property; facilitate the prompt, economical and efficient dispatch of the
Association's business; control expenditures of the Association; sign contracts as
authorized by the Members; negotiate contracts and leases; maintain liaison with
other municipal and governmental officials; execute warrants and checks and perform
such other duties as the Members may require. Additionally, the General Manager
shall oversee the following functions: maintaining a general accounting system;
supervising the obligation and control of the expenditure of monies to insure that
budget appropriations are not exceeded; plan and organize a purchasing system;
submit a periodic statement of receipt and disbursements; insure that all debts owed
the Association are paid; supervise and keep current inventories of Association
property; pay out warrants drawn against Association trust accounts following the
approval of the Members of the expenditure.
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E. The General Counsel shWI provide all necessary legal assistance to the
Association and Association officers including, but not limited to, general legal
advisory work relating to all Association matters, the defense and prosecution of
lawsuits affecting the Association, representation of the Association in administrative
matters, assignment of litigation to outside counsel as required and perform such
other duties as the Members may require.
F. The office of Treasurer shall be responsible for compiling the
Association's final annual budget and coordinating the Association's financial affairs.
G. The Treasurer shall have those duties as prescribed by Chapter 3, Part
3, Division 3 of the Government Code commencing with Section 41001 et sea. At
the election of the Members, the Treasurer's duties may be performed by an
individual(s) at the direction of the General Manager.
H. Officer Terms: Beginning September 25,1997, the Chairman and
Vice -Chairman, Treasurer and Secretary shall serve until the first RSWA meeting in
December of 1998, unless replaced by special action of the Members. After
December 1998, the terms shall be one year terms, from that date, unless replaced
by special action of the Members. The General Manager and General Counsel shall
serve at the pleasure of the Association.
ARTICLE III
BOARD MEMBER COMPENSATION
Section 1. Compensation
Each Member, or Alternate, shall receive compensation in the amount of One
Hundred Dollars ($100.00) per day of service to the Association, but in any event total
compensation for any month shall not exceed Two Hundred Dollars ($200.00). Actual
expenses incurred by a Member, or Alternate, shall be reimbursed, as approved by the
Board.
Section 2. Day of Service
Day of service shall mean personal service rendered with respect to any Association
business by any Member during the day, or any portion of a day; however, the Member must
be present for a majority of any meeting before being eligible to receive compensation for
that day's service.
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ARTICLE IV
ORDERLY CONDUCT OF BUSINESS
Section 1. Rules of Order
The business to come before the Association, or any committees thereof, shall be
carried on and conducted in accordance with the Brown Act and latest edition of "Robert's
Rules of Order Revised", a copy of which shall be filed with the Association's Secretary by
October 31, 1997; provided that if any provisions of law or these By -Laws conflict with such
Rules, the applicable law or these By -Laws shall prevail.
Section 2. Ouorum Voting
A. A simple majority of the member agencies of the Association shall
constitute a quorum for the transaction of business for Association meetings. Each
member agency shall have one vote at each meeting, unless the extraordinary vote
provision of Section IX of the RSWA Joint Powers Agreement is applicable, as the
same may be amended from time to time, are applicable, or unless otherwise
designated in these By -Laws. An affirmative vote of at least a majority of the total
voting membership of the Association shall be required to carry a motion except
those items stipulated in Paragraph B or in the RSWA Joint Powers Agreement,
B. An affirmative vote of at least two-thirds (2/3) of the total voting
membership of the Association shall be required to carry a motion regarding 1)
approving and amending the annual budget. (The voting mechanism regarding
bonding is contained in the RSWA Joint Powers Agreement document in Section
IX.)
Section 3. Tie Votes
Any vote resulting in a tie vote shall mean that the motion on the floor has not
carried.
Section 4. Minutes
The Association Secretary shall prepare minutes for Association adoption for all
Association meetings.
The Secretary shall also prepare brief minutes for Standing Committees (as defined
in the Brown Act) so as to identify attendance, nature of the item discussed, votes taken,
if any, and location and time of the meeting.
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Minutes of Association meetings shall be brought to the Association for approval
within sixty (60) days from the date of the meeting.
Section 5. Public Comment/Testimony
At Association meetings, the public, under the Brown Act, shall be afforded the
opportunity to address the Association under "public comment" for a period of three (3) to
five (5) minutes, or otherwise at the discretion of the Chair.
Section 6. AEendas
The Association Secretary shall be responsible for Association agendas. Final
agendas . for Association meetings shall be posted in a location freely accessible to the
public; for regular meetings the posting shall occur not less than seventy-two (72) hours in
advance of any meeting; for special meetings, the posting shall occur not less than twenty-
four (24) hours in advance of the meeting.
ARTICLE V
ATTENDANCE AND VACANCIES
Section 1. Attendance
In the event that a Board Member shall miss three (3) consecutive regular
Association meetings, the Association's Secretary shall forthwith notify the applicable
member agency of the Board Member's attendance record.
ARTICLE VI
CONFLICTS OF INTEREST
Section 1. Political Reform Act of 1974
The Association shall, as soon as reasonably practicable, adopt a Conflicts of Interest
Code in compliance with the Political Reform Act of 1974, Government Code Section 84100
et-seq. The Code shall apply to Board Members, Alternates, those officers identified in
Article II and those other employees and officers who may be added to the Code thereafter.
Approved 11/17/97 RSWA Meeting
Paul S. Tompkins, Secretary