HomeMy WebLinkAbout7D - JPA Revisions with MVTA
AGENDA #:
PREPARED BY:
SUBJECT:
DATE:
INTRODUCTION:
BACKGROUND:
DISCUSSION:
ALTERNATIVES:
STAFF AGENDA REPORT
7D
Assistant City Manager Blair Tremere
Proposed Amendments to Joint Agreement with and
By-laws of Minnesota Valley Transit Authority
(MVTA)
April 21, 1997
The City is a member of the Minnesota Valley Transit
Authority through a Joint Powers Agreement approved by
the City Council. The MVTA Board periodically reviews
its by-laws and policies and recommends changes where
warranted. The MVTA did this last year and in December
submitted a recommendation for certain amendments to
its member cities. The proposed By-law amendments
raised concerns among some communities, and the MVTA
asked that the By-law changes be removed from the
agenda until some of the issues could be clarified with the
member cities. After discussions with city-member
representatives, the Board revisited the Bylaw changes
and on March 26 approved the proposed amendments to
the Joint Powers Agreement presented with this report.
The proposed By-law amendments are those recommended
last year.
The City was one of the initial members who approved the
Joint Powers Agreement in 1990. The Agreement has
been amended a couple of times, most recently in 1994.
The proposed changes to the Joint Powers Agreement are
"housekeeping" in nature and do not involve the financial
indebtedness issues raised last year. The proposed
changes bring the Joint Powers Agreement in line with the
By-laws. The language to be deleted is struck-through and
the new language is highlighted in gray-tone.
The Council has the following alternatives:
16200 Eagle Creek Ave. S.E., Prior Lake, Minnesota 55372-1714 / Ph. (612) 447-4230 / Fax (612) 447-4245
AN EQUAL OPPORTUNITY EMPLOYER
1. Approve the Resolution 96-XX which ratifies the
MVTA By-laws and Joint Agreement changes as
recommended by the MVTA Board.
2. Table the proposed resolution and direct preparation of
additional information.
3. Deny proposed resolutions, citing the reasons therefor.
RECOMMENDATION: Alternative No.1 is recommended.
ACTION REQUIRED:
dtion and second to approve the resolution.
i
Attachments
MVTA97.DOC
RESOLUTION 97-XX
APPROVING AMENDED MINNESOTA V ALLEY TRANSIT AUTHORITY (MVT A)
JOINT POWERS AGREEMENT AND RATIFYING AMENDED MVT A BY-LAWS
MOTION BY:
SECOND BY:
WHEREAS,
Minnesota Statutes permits two or more governmental units, by agreement
of their governing bodies, to jointly and cooperatively exercise any power
common to each of them; and,
WHEREAS,
the City of Prior Lake has entered into a Joint Powers Agreement with the
Minnesota Valley Transit Authority; and,
WHEREAS,
the MVT A Board approved and recommended certain changes to the Joint
Powers Agreement at its March 26, 1997 meeting and to its By-laws at its
March 27, 1996 meeting;
NOW THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE
CITY OF PRIOR LAKE, MINNESOTA that it should, and hereby does approve the proposed
amendments to the MVT A Joint Powers Agreement and does ratify the proposed amendments
to the MVT A By-laws; and,
BE IT FURTHER RESOLVED that the Mayor and City Manager are hereby authorized and
directed to execute the Joint Powers Agreement as amended and attached hereto.
Passed and adopted this
day of
,1997.
YES
NO
Andren
Greenfield
Kedrowski
Mader
Schenck
Andren
Greenfield
Kedrowski
Mader
Schenck
{Seal}
City Manager
City of Prior Lake
16200fiasle><Creek Ave. S.E., Prior Lake, Minnesota 55372-1714 / Ph. (612) 447-4230 / Fax (612) 447-4245
AN EQUAL OPPORTUNITY EMPLOYER
.
~
-
r..'I. .."'.:" ...
YJ l
Burnsville Transit Station
100 East Highway 13 · Burnsville, MN 55337
Ph. (612) 882-7500. Fax: (612) 882-7600
FROM:
Rick Kelley, Apple Valley
Chuck Ahl, Burnsville
Sjlannon Tyree, Eagan
\Blair Tremere, Prior Lake
Rick Pearson, Rosemount
Jean Gramling, Savage
Robin Selvff MVTA
DATE: March 31,1997
TO:
urn~~~:rn IT'
II U
RE:
Approval of Joint Powers Agreement
At the March 26, 1997 MVT A Board meeting, the board approved a motion to send the proposed
revised Joint Powers Agreement to MVT A cities for approval. Attached please find a copy of a
resolution to be approved by your City Council along with a red-lined and clean copy of the Joint
Powers Agreement. Also enclosed is a red-lined and clean copy of the Bylaws adopted by the
MVT A Board last March.
Please arrange to have the approval of the MVT A Joint Powers Agreement on your Council's
agenda as soon as possible. Upon approval ofthe Agreement, please have an original of the
Resolution and of the clean Joint Powers Agreement signed by the appropriate individuals and
return these items to me.
If you have any questions, please do not hesitate to call the MVT A at 882-7500. Thank you for
your assistance.
Public transportation for Apple Valley, Burnsville, Eagan, Prior Lake, Rosemount, Savage
MVTA JOINT POWERS AGREEMENT
ESTABLISHING THE MINNESOTA VALLEY TRANSIT AUTHORITY
Amended March 1993, April 1994, March 1997
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.B~~::::lft.:t~R~i~:::ms:::l;ml:::lgm!:::~9i!l::::III!lii~::::iH9mEI::::I:::lill:::::I~1
g:::BiI9::::!I:IRm:If.i:::::::::.:;:I.m~!U 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 ~ 473.388.
3. Defmitions.
(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.
!!!i~::~:~~~~~~~!!~.
transit as provided
(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 which shall act as technical advisors to 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 nine (9) voting commissioners. Each party shall appoint one commissioner,
and one alternate commissioner who shall also serve on the Technical Work Group.
The 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 January
meeting and will be limited to serving four consecutive one year terms. Regioaal
TrcmsK Boardl.li~nliIli9iJJi:U members who represent the same cities as the
MVTA, may ..serve...as....non:~oting....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.
(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 mayor may not be an elected official as to be determined
by the commissioners from Apple Valley, Burnsville and Eagan and reviewed by the
aforementioned commissioners 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, or for county commissioners, their
alternates shaH_I be !:[:[B2.i~~!ilf:::::9r:::~taff milp!r:::pf the county making the
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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) li!l::::qgiilII9P~i:*::flmsn::::I'I~::::a~II,~:::A~t least four (4) of the Beaffi
members E9Im!~~mmr!:::appointed by the parties~* shall constitute a quorum of the
Board. Aitendanc'e"b'yi"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
i~lrgy.;:\::vote~:::::riIS!rmp~\::mSmg$'::~t::::!!m~~ majority of four (4) of the commissioners
appoiIitecl by ilie"parti.esor"sucha commissioner's alternate in his or her absence;
~'i9t~as)df::~~:::g9.p;u.n~ssid~!~.
(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 MVT A, 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 MVT A, 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
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. 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.
-3-
(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 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.
(I) 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.
(1)
parties.
The Authority may contract to purchase services from anyone of the
(K) Withom the unanimous approval of the Beam, the Authority shall B<:lt
purchase bHses, motor vemcles, buildings, real estate or lease the same for a 13erioQ iB
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 October 1 of each year, the 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 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.
-4-
(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 ~~ 473.384 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 commencing
on January 1, 1991 and as amended in .A..pril, 1991 m:::i:m'!~:::::I:~IZ~:::::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 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.
-5-
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 .^.pril, 1994:::I:"II*::::!!:B. All Members need not sign the same copy. The signed
Agreement shall be filed with the Executive Director, who shall notify all Members at the
earliest Board meeting of its effective date. Until this Agreement, as amended, is signed by
all Members, 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
,199_. Adopted this
of
,199 .
CITY OF APPLE VALLEY
CITY OF BURNSVILLE
By
Its
By
Its
ATTEST:
ATTEST:
By
Its
By
Its
-6-
--. -._--- - -~
.
Adopted this day of
CITY OF EAGAN
,199_. Adopted this of
CITY OF PRIOR LAKE
,199_.
By
Its
ATTEST:
By
Its
ATTEST:
By
Its
By
Its
Adopted this
day of
,199_. Adopted this of
CITY OF SA V AGE
, 199_.
CITY OF ROSEMOUNT
By
Its
ATTEST:
By
Its
ATTEST:
By
Its
By
Its
10252-950712139425
-7-
STATE OF MINNESOTA )
) ss.
COUNTY OF DAKOTA )
, 199_, before me a Notary Public within and
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
V ALLEY, 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.
On this day of
for said County, personally appeared
(SEAL)
NOTARY PUBLIC
STATE OF MINNESOTA )
) ss.
COUNTY OF DAKOTA )
On this day of
for said County, personally appeared
, 199_, before me a Notary Public within and
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 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)
NOTARY PUBUC
10252-950712139425
-8-
STATE OF MINNESOTA )
) ss.
COUNTY OF DAKOTA )
On this day of
for said County, personally appeared
, 199_, before me a Notary Public within and
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)
NOTARY PUBLIC
STATE OF MINNESOTA )
) ss.
COUNTY OF DAKOTA )
On this _ day of
for said County, personally appeared
, 199_, before me a Notary Public within and
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 PRIOR
LAKE, 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)
NOTARY PUBUC
10252-950712/39425
-9-
STATE OF MINNESOTA )
) ss.
COUNTY OF DAKOTA )
On this day of
-
for said County, personally appeared
, 199_, before me a Notary Public within and
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)
NOTARY PUBLIC
STATE OF MINNESOTA )
) ss.
COUNTY OF DAKOTA )
On this day of
-
for said County, personally appeared
, 199_, before me a Notary Public within and
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
SA V AGE, 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)
NOTARY PUBUC
10252-950712/39425
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BYLAWS OF MINNESOTA VALLEY TRANSIT AUTHORITY
ARTICLE I.
NAME.
The name of this organization is the Minnesota Valley Transit Authority::_
11.IIU.III....".w,w'^,........,,,. ..
ARTICLE II.
PURPOSE.
The purpose of this Authority if !i to provide public transit service for the cities of
L'~~....1i:~_I.~ti_ii4i:_i_ll,.i;~lilili
11~lilll.II.llill.llllllilll.III.II.llllllilllll..I.I.11111111111111111111111111111.1_1'
ARTICLE m-1I1
BOARD OF COMMISSIONERS.
ARTICLE ~Ml
............<
MEETINGS. OUORUM. VOTE REOUIRED 'FOR ACTION OF THE BOARD.
Section 1. The ~~.~. ffi~~...~.fl~.~le s.~all..be .~~~~ by ,~e ~.~El ar, w~~^"
. --
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 Commissioner, along with the absence
of his or her duly seated alternatei from regular meetings shall result in written notification
.~om the Executive Director under the directi~~ of the Chair to the represented party 91
_ requesting a replacement be made. A iii notification s~ be sent to the . W"wu,
Commissioner's respective city administrator/manager _.~~{. ~~:::~:" . w.~..,: '''U.
:<<<<::C~:':QQ::'a'" ..... ~';<<Y4 . ,.
who will be requested to bring the matter to lUs/ker city eau&eil' s auefttiea ;: .... . ...... '.' j
w..~~_. In the event that the Chair and the a sentee .
~~:<<<<< o'>>>>>>x<< :-:->>:<< . ~~~
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.
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 or any two Commissioners
by written or telephone notice to each member of the Board and office of the City
AdministratorlManager of each party and office of the Chair of the County Commission.
Twenty-four hour notice should be given in advance of a meeting.
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.
quorum is necessary for conducting the business of the
BO~d~d exercising its powers.
Action of the Board shall require the affirmative vote of five (5
Section 8. Meetings shall be conducted in accordance with the provisions of R-e'lised
'ti.-::ztiar-"..r6;;.~"'~~"."'~""'"
Rebert's Rules af Orser, Seea1i6 EEiitiaft. the current edition of ~~u.wd'~~l$~('.:::~~mf.lf.i.
:<<o:vx-:<<<<Y~.;.."Yxv:-.>>>>;y;.;.::X:::... :->>:-:.;.x-x-:.x-:-:.:-:-:
-2-
: Oo..,:Wo{-..... ~=!_Jt
ARTICLE ~II
'''.WM~
COMMITfEES
The Board may establish standing and/or temporary committees. Committees shall be
comprised of Commissioners~i who may call upon staff or outside consultants for
assistance and advice as necessarri yet II only the Commissioners may vote and endorse
_.................v.">':<<<<<.v->>M:.:I'fO'm..:<<<<<-:<<*>.Y.....:-:-.......~v.......~u."*...~.v*>>>>"..MN........v........~..........'ua=e
final dati. fr th .ttees ,.,.,..w.fitii::::oo ..................~.......~.:...:?:w:<.:.m:t.<.:~~~.......^~..:..+......:....;1:..,..... .....
... ...ww!.~.~.~eMn "ons o~ ~ .~.~.~ . L.:<<.::t<~~;.;.;~;:;,~;:<.~lU_:(%~ill~><<~<<<
~:jtemaf"'*......:'Jti[;,,';>,:<..>>>>>..>>->>>~~~~~~'i~'..::>'fn:ll C .. hall b . ted to th
Wi~.~<~..<)p!.ll.R'i~l~.MW!q\jt~ omIIllSSlOners s e appom e
comnlltieeS"irinuaiiy and" when necesSary, and assignments shall be reviewed at the February
meeting.
ARTICLE ~J.
OFFICERS'''':''''''''
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 may designate a chair of each such committee. The 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 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.
-3-
AR CLE wE.; . '~$
.': :::.:-:
TI :::::: "'/i:
.:<<-:-:....:-:-:<<.;-:
EXECUTIVE DIRECTOR
The Authority may employ an Executive Director who shall have general supervisory
authority over administration over 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. g,
.............. ...... .."-u._~~,.,_,. _"....~~.
....-.-.- ....... . ........ .- ..'.-.-.y ..........-...........;0-. . ,- ...y.....-.... ...-.-.-..-...-...........;0-. ....~:;:..........
:: . . "':: ~.:~(:...:i.:.:.~.~......:~~;:~..~:~.~:..::.~:...::;:{:.~.::~:~..~.~:... .:.... ", .:.:. ...~-:
:,...".."..:". ."'''...''::$;:.''''.....ru...''''.,.".. ......;.::; ....::::::...""... eExecutive Director shall have'the
care and custody of an nmds'o'r' 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.
............0:-:
ARTICLE 1IHlMfX:::;
::::-::,'.;w.:";;'f.
DISBURSEMENT OP"FUNnS
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.
Section ~3. When payment of a claim based upon contract 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 ilemi.le6 . is endorsed for
payment by at least a majority of all members of the Board. The claim shall be acted upon
formally BI....- at the next reg1:ilar Board meeting in t:ke same ffi8:flllef' as if it had flot
8eeft paid.
Section ~. 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,
-4-
may authorize the bank to honor any such instrument bearing a facsimile of that 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. Anyone or more of all of the signatures upon any
such instrument may be by facsimile as herein provided.
ARTICLE X.
.['tf~Jr':~I.l.i_
..:':'::~.JIll\_T._
ARTICLE y-v;:~~
~:~
.:X::.:::::::.,o:<
AMENDMENTS'
These Bylaws may be amended at any regular or special meeting of the Board with
the a roval of five (5) Commissioners of the Board ._l.itliil1til~liEliiiif'~~>w>:
" P.P Q : :.,.. .Yo ' ~v.::".;;<<~~wx;:"""'$""~"";XW::S'f"""":o:':-::m::~:::_
~~~'>"""'~~""''':':'''''''':'~~~i!ffi::>:O: Oded f th sed d t has b
.JJDml~t_~l~lJ.tt~~i,<f.l.:;i proVl a copy 0 e propo amen men een
furnIshed to each 'Corruirlssioner of the Board at least ten ~ days prior to the meeting
subject to ratification of each party.
Motion to Adopt Bylaws:
Motion Seconded By:
Ayes _
Nayes_
ADOPTED as amended Febms:ry 1993 by the Minnesota Valley Transit Authority this_
day of , 1996.
MINNESOTA VALLEY TRANSIT AUTHORITY
BY:
Its Chair
ATI'EST
Its Exeeutive Direete~r_
~...... ... .. '!Io',<
28697
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MN VALLEY TRANSIT
Prior Lake
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TEL:612 339 589i
p, 002
BEST & FLANAGAN
Professional Limited Liabili[)' Parlner~hip
Attorneys at Law
4000 First Bank Place
601 Second Avenue Somh
Minneapolis. Minnesota 55402-4331
(612) 339-7121
Fax: 339-5897
MEMORANDUM
TO:
Beverley Miller
Barbara Ross f}-
FROM:
DATE:
April 14, 1997
RE:
Update on Requirements for a Quorum and Voting at Board Meetings
The issue of voting at MVT A Board meetings will be before the six cities in the neXI
few weeks as they consider amendments to the Joint Powers Agreement proposed by the
MVTA Board. In the spring of 1996, the Board amended the MVTA Bylaws to make the
Bylaws consistent with the Joint Powers Agreement. The Joint Powcrs Agreement had been
amended several times subsequent to the initial drafting of the Bylaws. and the Bylaws had
not been changed at the time that the Joint Powers Agreement was changed. Additionally,
the Board looked at the issue of voting requiremcnts and made a change that will need to be
reflected in the Joint Powers Agreement and approved by the cities. There has been some
confusion with respect to the number of members that is required for a quorum at meetings,
the number of Board members from cities that are required for a quorum. and the number of
members and Board members from cities that are required for various Resolutions and
Motions. The purpose of this mcmo is to clarify these issues. Since the Bylaws must be
ratified by the cities and amendments to the Joint Powers approved by the cities to be
effective, I will refer [0 the Bylaws and Joint Powers without the proposed amendments as
the "current" Bylaws or Joint Powers.
QUORUM
The current and amended Bylaws and the Joint Powers Agreement both provide for
nine Commissioners. with alternates, to sit on the MVTA Board. Six of the Commissioners
are from the member cities. one Commissioner is from Dakota County. one Commissioner is
from Scon County. and the at-large Commissioner is appointed by the Commissioners from
Bumsville, Eagan and Apple Valley. The Joint Powers and the Bylaws both provide that the
Board can only conduct business at meetings where there is a quorum present. In order to
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MN VALLEY TRANSIT
Prior Lake
~003
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TEL:612 339 589i
P. 003
have a quorum, the current Joint Powers requires that there must be five Board members
presenr at a meeting, including at least fOUT Board members appoinred by a city. There are
no proposed changes to the quorum requirement. In determining whether there is a quorum
present, and for purposes of voting, an alternate appearing on behalf of the appointed
Commissioner constitutes a Commissioner for purposes of the meeting-
VOTING
1. Current Voting Requirements. Under the current Bylaws and Joint Powers,
most Resolutions and all Motions can be passed with the affirmarive vote of a majority of
Commissioners present at the meeting, provided that the majority includes at least four
Commissioners appointed by a city. Therefore, if there were only five Board members
present, and fouT of those members were from a city l the vote would have to be four to one
in order to pass a Resolution or a Motion. The current required majority votes are set forth
below.
The exception to the majority vote requirement is where MVTA intends to 'Purchase
buses, motor vehicles or real estate, or enter into a lease for more than five years. The Joint
Powers Agreement currently requires unanimous approval "of the Board." I was not
involved in the drafting of the language so I am not sure of the intent: however, the literal
and recommended interpretation is that all of the Board members must be present at the
meeting and must approve the purchase by Resolution. For example, it will require
unanimous approval of the Board to pass a Resolution to exercise the option to purchase the
Apple Valley property. (The Jay Anthony proposal required only a majority vote because it
involves the sale, not purchase, of property.)
Current Votine Requjrement.~
Required majority votes:
MEMBERS PRESENT
5
VOTE
# OF CITIES
IN MAJORITY
4-1
(a majority is 5-3 but that
would not meet the 4 ciry
requirement)
4
4-3
5-3
5-4
4
4
6
7
8
9
4-2
4
4
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MN VALLEY TRANSIT
............ Prior Lake
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TEL:612 339 5897
P 004
Required vOteS for purchase of buses, real estate or leases more than five years:
MEMBERS PRESENT
9
VOTE
9
# OF CITIES
IN MAJORITY
6
2. Proposed Amendments ro VotinlZ Reauirements. The proposed amended
Bylaws and Joint Powers Agreement have not changed the requirement that most Resolutions
and all Motions be passed with a majority vote which includes at least four Conunissioners
appointed by the cities. However, me MVTA Board has proposed changing the requirement
of a unanimous vote of the Board members to purchase buses. motor vehicles or real estate,
or enter into a lease for more than five years, [0 [wo-lhirds of the Board members. The
proposed amendment would require an affirmative vote of six Commissioners, which
includes ar least four Commissioners appointed by a city, to purchase buses, moror vehicles,
real estate, or lease for more than five years. The amended voting requirements are set forth
below:
Amended Voting Requirements
Required majority votes:
MEMBERS PRESENT
5
VOTE
4-1
(a majority is 5-3 but that
would not meer me 4 ciry
requirement)
# OF CITIES
IN MAJORITY
4
6
7
8
9
4-2
4-3
5-3
5-4
4
4
4
4
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............ Prior Lake
04/15/97 TUE 10:20 FAX 6128827600
MN VALLEY TRANSIT
TEL:612 339 5S9i
APR. -14' 9i(MON) 16:40 BEST & PLANAGAN
Required votes for purchase of buses, real estate or leases more than five years:
MEMBERS PRESENT
6
7
8
9
VOTE
6-0
6-1
6-2
6-3
If you have any questions. feel free to call me.
10252.950712145196
-4-
# OF CITIES
IN MAJORITY
4
4
4
4
~005
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