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HomeMy WebLinkAbout3H - MVTA Bylaws & joint Powers Agreement CONSENT AGENDA: PREPARED BY: SUBJECT: DATE: INTRODUCTION: BACKGROUND: DISCUSSION: 3(h) KAY KUHLMANN, ASSISTANT CITY MANAGER CONSIDER CHANGES TO THE MINNESOTA VALLEY TRANSIT AUTHORITY BYLAWS AND JOINT POWERS AGREEMENT MARCH 15, 1993 The Minnesota Valley Transit Authority was created in February of 1990 through the approval of a six city Joint Powers Agreement and Bylaws. This agenda item is being prepared in order to request Council consideration of minor amendments made to the Bylaws and Joint Powers Agreement. The Minnesota Valley Transit Authority was created through a Joint Powers Agreement between the cities of Burnsville, Apple Valley, Prior Lake, Savage, Eagan, and Rosemount. The cities, through the Joint Powers Agreement, created a Transit Authority that is the third largest transit authority in the State providing both express service to the metropolitan area and commuter service to other major employment centers. The City of Prior Lake and the other 5 communities have benefitted through the establishment of the Transit Authorit~ by having closer control over the trans1t operation. Prior Lake's relationship to the authoritf is through the service of one Transit Comm1ssioner and One alternate. CUrrently the Council representative serving on the Transit Authority is Councilmember Kedrowski. Minnesota Valley Transit Authority created a Joint Powers Agreement to bind the cities together and Bflaws to outline the purpose and the organizat1on of the Minnesota Valley Transit Authority. Occasionally organizations review their Joint Powers Agreement and Bylaws to maintain their currency and to modify any 4629 Dakota St. S.E., Prior Lake, Minnesota 55372 I Ph. (612) 447-4230 I Fax (612) 447-4245 AN EQUAL OPPORTUNITY EMPLOYER RECOMMENDATION: ALTERNATIVES: ACTION REQUIRED: language that does not represent or reflect current operations. The Transit Authority through the technical work group and the executive director have recommended minor amendments to both documents. Council is asked to review the documents and to approve those as submitted. Staff and Councilmember Kedrowski, the current representative to the Minnesota Valley Transit Authority, recommend approval of both documents. Each cit~ must approve the changes to the Bylaws and J01nt Powers Agreement in order for changes to be made on the MVTA. The Prior Lake City Council has the following alternatives. 1. Approve the Minnesota Valley Transit Authority Bylaws and Joint Powers Agreement as amended. 2. Table the recommended amendments until a specific date for a specific reason. 3. Deny the request Minnesota valley and Joint Powers reason. for amendment of the Transit Authority Bylaws Agreement for a specific Motion to approve the Consent Agenda will constitute approval of the recommended changes to the Minnesota Valley Transit Author1ty Bylaws and Joint Powers Agreement. Consent Agenda Attachment 3 (h) BY LA WS BYLAWS OF MINNESOTA VALLEY TRANSIT AUTHORITY ARTICLE I. NAME The name of this organization is the Minnesota Valley Transit Authority. ARTICLE n. PURPOSE The purpose of this Authority if to provide public transit service for the cities of Apple Valley, Burnsville, Eagan, Prior Lake, Rosemount, and Savage. ARTICLE m. BOARD OF COMMISSIONERS Section 1. The governing body of the Authority if its Board which consists of seven (7) Commissioners. Terms 0 the Commissioners are set by the cities that have appointed them. ARTICLE IV. MEETINGS. QUORUM. VOTE REQUIRED FOR ACTION OF TIlE BOARD Section 1. The Board meeting schedule shall be determined by the Board or, when necessary, as notified. Section 2. All members commissioners are expected to attend regular meetings of the Authority. Members Commissioners 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) Two (2) consecutive absences by a Commissioner, ef' along with the absence of his or her 4fle duly seated alternate from regular meetings shall result in written notification from the Minnesota Valley Transit Authority Executive Director under the direction of the chair to the represented party requesting a replacement be made. The party shall then appoint a successor to fill the remaining t-crm of office. The notification shall be sent to the commissioner's respective city administrator/manager who will be requested to bring the matter to his/her city council's attention. In the event that the chair and the absentee member are one in the same, the vice chair will then give direction to the Executive Director to carry out the process as mentioned above. 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 Chair or any two (2) Commissioners by written or telephone notice to each member 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 Chair or Executive Director if the delay needed to call a special meeting would cause serious harm to Minnesota Valley Transit Authority. Only -suEh urgent matters needing immediate attention without delay 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 affirmative 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. C0:MM111 t:;t:S \) The Board may establish standing ;me. and/ or temporary committees. Committees shall be com rised of commissioners onl who ma call u on staff or outside assistance\md advise as necessary yet only the commissioners may vote and endorse , final recommendations from these committees. Commissioners shall be appointed to these committees annually and when necessary, and assignments shall be reviewed at the February meeting. -2-Draft Bylaws 3/93 ARTICLE VI. OFFICERS Section 1. Officers of the Authority shall consist of a Chairperson Chair, A Vice Chairperson Chair, 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. The Chair shall be limited to two consecutive one year terms. Section 2. Chairperson Chair. The Chairperson Chair shall preside at all meetings of the Board. The Chairpcrson Chair shall also appoint the member of each standing or temporary committee from among the members of the Board and may designate a Chairperson Chair of each such committee. The Chairperson Chair 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 Chair. In the absence of the Chairperson Chair, the Vice Chairperson Chair may exercise all the duties and powers of the Chairperson 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 preformed by a recording secretary. The Secretary may attest to the signatures or signature of such officer or officers of the Authority who may sign or execute any document of 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 VII. EXEClITIVE DIRECfOR The Commissioner 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 -3-Draft Bylaws 3/93 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 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 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 VITI. DISBURSEMENT OF FUNDS Section 1. Disbursement of funds shall be by an order drawn by the Chairpcrson Chair and the Executive Director upon the Treasurer. Except when issued for the payment of judgements, 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. Section 2. When payment of a claim based upon contract can not cannot 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 is endorsed for payment by a 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 person's signature and to charge the same to the account upon which drawn as fully as though it bore his or her manually written signature.h -4-Draft Bylaws 3/93 Anyone or more or all of the signatures upon any such instrument may be facsimile as herein provided. ARTICLE IX. AMENDMENTS These By laws Bylaws 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 of each party. Motion to Adopt By laws Bylaws: Motion Seconded By: Ayes ___ Nays ADOPTED as amended February 1993 by the Minnesota Valley Transit Authority this _ day of , 1993. MINNESOTA VALLEY TRANSIT AUTHORITY BY: _________________________ Its Chair ATTEST ---------------------------- Its Executive Director -5-Draft Bylaws 3/93 MNTAJO~PO~SAGREEMENT EST ABUSHING THE MINNESOTA VALLEY TRANSIT AUTHORITY REVISED MARCH 24, 1993 THIS JOINT POWERS AGREEMENT is by and among the Cities of Apple Valley, Burnsville, Eagan, Prior Lake, 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 is made pursuant to the authority conferred upon the parties by Minnesota Statutes ~~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 9473.388. 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)" is the regional transit board as established by Minnesota Statutes 9473.373. (E) "ADVISORY COMMITIEE" is a committee consisting of the City Manager or Chief Administrator of each party, or his or her designee which shall act as an advisory body to the Board. (F) "PARTY" means any city which has entered into this Agreement. (G) ''TECHNICAL WORK GROUP" is a committee consisting of one staff member of each party which shall act as technical advisors to the Advisory Committee and the Board and shall also serve 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. 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 seven (7) voting commissioners. Each party shall appoint one commissioner, and one alternate commissioner who shall also serve on the Technical Work Group. The cities of commissioners from the cities of Burnsville, Eagan, and Apple Valley shall additionally collectively appoint one commissioner and one alternate. This commissioner and its alternate 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 Tanuary meeting and will be limited to serving four consecutive one year terms. The Regional Transit Board may scrve as ex officio members of the Board of Commissioners. -2-DRAFT JOINT POWERS AGREEMENT, MVT A (B) Commissioners shall be a member of the Council of each party or its designee. The at large commissioner and alternate mayor may not be an elected official as to be determined by the commissioners from Apple Valley. Burnsville and Eagan on an annual basis. Alternate commissioners, with the exception of the at large alternate. shall each be a member of the staff of a party and shall serve on the Technical Work Group. The terms of office of commissioners shall be determined by each party. (C) A commissioner may be removed by the party appointing the commissioner with or without cause. (D) Commissioners shall serve without compensation from the Au thori ty. (E) At least five (5) of the members of the Board 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 affirmative vote of five (5) of the commIssioners or a commissioner's alternate in his or her absence. (F) At the organization Tanuary meeting or as soon thereafter as it may be reasonably done, the Board may adopt rules and regulations governing its meetings. (G) At the organization meeting of the Board, and in January meeting of each year thereafter, the Board shall elect a chairperson chair, a vice chairperson chair, a secretary, a treasurer, and such other officers as it deems necessary to conduct its business and affairs. 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. 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. -3-DRAFT JOINT POWERS AGREEMENT, MVTA (C) The Authority may enter into such contracts to carry out the purposes of the Authority. (0) The Authority may establish bank accounts as the Board shall from time to time determine. (E) The Authority may employ an executive director whose duty shall be to administer policies as established by the Authority. The executive director shall be an employee of the Authority. The Authority may enter into employment contracts with other personnel and may provide for compensation, insurance, and other terms 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. (D 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. (J) The Authority may contract to purchase services from anyone of the parties. (K) Without the unanimous approval of the Board, the Authority shall not purchase buses, motor vehicles, buildings, real estate or lease the same for a period in excess of five (5) years. 7. Operating Costs, Budget, and Financial Liability. (A) The Authority shall have a fiscal year beginning January 1 and ending December 31. On or before July 1 October 1 of each year.r. the Advisory Board Executive Director shall prepare an estimated budget for the next fiscal year including an estimate of expenditures, operating costs, and revenues. Capital expenditures and operating costs shall be limited to revenues received pursuant to Minnesota Statutes ~~473.384 and 473.388, and estimated -4-DRAFT JOINT POWERS AGREEMENT, MVTA revenues to be received from operation of the transit system. The Board shall review and approve or disapprove the budget. 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 which each party receives pursuant to Minnesota Statutes 99473.384 and 473.388. 8.. Insurance. The Authority shall purchase insurance in such amounts and on such terms as the Authority shall determine. 9. Duration of Agreement. This Agreement shall continue in force--l:HTtil commencing on January 1, 1991 and as amended in March 1993, 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 10th 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. In the event of termination of this Agreement by all parties, all of the assets which remain after payment of debts and obligations shall be distributed among the municipalities who are parties to this Agreement immediately prior to its termination 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 during the previous five (5) years by the total amount contributed to the Authority over the previous five (5) years by all the -5-DRAFT JOINT POWERS AGREEMENT, MVTA municipalities who are parties to this Agreement immediately prior to its termination. 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 (6) initial Members, delineated in paragraph 4 of this Agreement, sign this agreement as amended March 1993. All Members need not sign the same copy. The signed Agreement shall be filed with the City Administrator of the City of Rosemount the Executive Director, who shall notify all Members in 'writing at the earliest Board meeting of its effective date. and set a date and place f-or the Board's first meeting. Prior to the effective date of this ...\greemcnt, any signatory may rescind its approval. Until this Agreement, as amended, is signed by all Members, the preceeding Agreement shall stay in tact 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 CITY OF APPLE VALLEY 1993. NOTARY OF EACH SIGNATURE BELOW ----------------------- By Its: ------------------ Notary Public ATTEST: ---------------------- By' .-------------------- Its: ------------------ Notary Public -6-DRAFT JOINT POWERS AGREEMENT, MVT A Adopted this _ day of CITY OF BURNSVILLE , 1993. By Its: ------------------ Notary Public ATTEST: By' .-------------------- Its: Notary Public Adopted this _ day of CITY OF EAGAN , 1993. By Its: Notary Public ATTEST: By' .-------------------- Its: ------------------ Notary Public -7-DRAFT JOINT POWERS AGREEMENT, MVTA Adopted this _ day of CITY OF PRIOR LAKE ----------------------- By Its: ATTEST: By' .-------------------- Its: Adopted this _ day of CITY OF ROSEMOUNT ----------------------- By Its: ATTEST: ---------------------- By. .-------------------- Its: I 1993. ------------------ Notary Public ------------------ Notary Public . 1993. ------------------ Notary Public ------------------ Notary Public -8-DRAFT JOINT POWERS AGREEMENT, MVTA Adopted this _ day of CITY OF SAVAGE , 1993. By Its: Notary Public ATTEST: By' .-------------------- Its: Notary Public -9-DRAFT JOINT POWERS AGREEMENT, MVTA Procedural Guidelines Adopted by the Minnesota Valley Transit Authority February 24, 1993 1. As stated in the Joint Powers Agreement, Section 5 (E), "Attendance by a quorum of the Board shall be necessary for conducting a meeting of the Board." Therefore, regularly scheduled board meetings should not be held, even for discussion purposes, if a quorum is not present. It is felt that business is being conducted at such meetings even if no action is taken. During a meeting held for discussion purposes only, information is exchanged, people may be influenced, ideas developed, committees established that mayor may not determine some direction of the Minnesota Valley Transit Authority without proper representation from all parties. This is also in keeping with Robert's Rules of Order. 2. It will be assumed and assured that all Minnesota State, Local, Federal and other pertinent laws, rules and regulations will be adhered to. State, Federal, . local and any other pertinent reports will be filed as required. 3. Staff will make every effort to accommodate the wishes of Board Members regarding meeting times, changes and cancellations. The calendar of regularly scheduled Board meetings will The determined at the January meeting of every year and approved by the Board. 4. It is the general consensus of the Technical Work Group that staff is responsive to the needs, requests, questions, concerns, comments, recommendations, commendations of the riders through daily contact, letters, a quarterly newsletter, postage paid customer comment cards that are on all buses, rider liaison registration, surveys and occasionally riding the bus, etc. Any and all contact made with customers is followed up with some decisive action made by staff which is then relayed to the passenger(s) it concerns. If the Board feels that there needs to be more passenger input beyond what is listed above, it is recommended that a rider focus group be formed and led by a staff person. Draft, MVT A February 1993